... s ... RCSL RIDDHI CORPORATE SERVICES LIMITED ISO 9001 :2015, 27001 :2013 & CMMI Level 3 Certified Company - Work Simplifi ed= TM CIN: L74l40GJ201 OPLC62548 September 07, 2019 To, The Manager, Li sting Department, Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, MUMBAI - 400 001 scrip Code: - 540590 Respected Sir, • 1 R · ements) Regulation 2015, R I ti 34 of the SEBI (Listing Obligations and Disc osure equir ' Sub: - egu a 10n . Submission of Annual Report -Financial Year 2018-19. . . find encl osed herewith Annual Report for the Financial Year With regard to the captioned subject please I . 34 of SEBI (Listing Obligations and Discl osure 2018-19 of the Company prepared as per the Regu ation Requirements) Regulation, 2015. Kindly take the same on record and acknowledge the receipt. Thanking You, YOURS FAITHFULLY, FOR RIDDHI CORPORATE SERVICES LIMITED q,n ~M. ff: {Par~ . 1 Pan ) COMPANY SE RETARY Encl : as above Regi stered & Cor porate O ff ice: 10 , Mill O ff icer s Colony, Behind Old RBI , Opp. Times o f India, Ashram Road , Ahmedabad - 380009 Contact: 079 2658 0767 / Email: in f o@rcspl.net / Web: www.riddhicor porate.co.in
Transcript
... s ... RCSL
RIDDHI CORPORATE SERVICES LIMITED ISO 9001 :2015, 27001 :2013 & CMMI Level 3 Certified Company
- Work Simplified= TM CIN: L74l40GJ201 OPLC62548
September 07, 2019
To, The Manager, Listing Department, Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, MUMBAI - 400 001
scrip Code: - 540590
Respected Sir, • 1 R · ements) Regulation 2015,
R I ti 34 of the SEBI (Listing Obligations and Disc osure equir ' Sub: - egu a 10n .
Submission of Annual Report -Financial Year 2018-19.
. . find enclosed herewith Annual Report for the Financial Year With regard to the captioned subject please I . 34 of SEBI (Listing Obligations and Disclosure 2018-19 of the Company prepared as per the Regu ation
Requirements) Regulation, 2015.
Kindly take the same on record and acknowledge the receipt.
Thanking You,
YOURS FAITHFULLY,
FOR RIDDHI CORPORATE SERVICES LIMITED
q,n~M.ff: {Par~.
1Pan )
COMPANY SE RETARY
Encl: as above
Registered & Corporate Office: 10, Mill Officers Colony, Behind Old RBI, Opp. Times of India, Ashram Road, Ahmedabad - 380009
OOOUUURRR MMMAAANNNAAAGGGEEEMMMEEENNNTTT BOARD OF DIRECTORS & KEY MANEGERIAL PERSONNEL:
1. PRAVINCHANDRA KODARLAL GOR - Managing Director 2. ALPIT PRAVINCHANDRA GOR - Wholetime Director 3. JAYSHREEBEN PRAVINCHANDRA GOR - Director 4. UMESH ARVINDBHAI BHADRESWARA - Director 5. SUBHASISH CHAKRABORTY - Director 6. VIPUL SURENDRABHAI PANDIT - Director 7. SOUMYA RANJAN KANHU CHARAN PRADHAN - Director 8. KALPESHBHAI CHANDRAKISHOREBHAI SHUKLA - Director 9. BHAVIN KIRITKUMAR PANDYA - Director 10. KALPANABEN DIPAKBHAI SUTHAR - Director 11. MANISH V. JOSHI - Chief Financial Officer 12. PARTH M. PANDYA - Company Secretary AUDITORS:
M/S Nitin K. Shah & Co., Chartered Accoutant 36-38 Empire Tower Nr Associated Petrol Pump C G Road Ahmedabad 6 Tel: 079-26560168 SERCRETARIAL AUDITORS:
M/S Amrish Gandhi & Associates Company Secretaries 504, ShivalikAbaise, Opp. Shell Petrol Pump, Anandnagar Road, Satellite, Ahmedabad – 380 015 Tel:- 079-40323014
NNNOOOTTTIIICCCEEE TTTOOO TTTHHHEEE MMMEEEMMMBBBEEERRRSSS NOTICE is hereby given that the 9th annual general meeting of the members of the company will be held at
registered office of the company at 10 Mill Officers Colony, Behind Old RBI, Ashram Road Ahmedabad, Gujarat –
380009 on Saturday, 30th September, 2019 at 11.00 a.m.
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Financial Statements as at 31st March, 2019 including the Audited
Balance Sheet as at 31st March, 2019, the Statement of Profit and Loss and cash flow statement for the year
ended on that date and reports of the Directors’ and Auditors’ thereon.
2. To appoint a Director in place of Mrs. Jayshreeben Pravinchandra Kodarlal (DIN: 03267963) who retires by
rotation at this Annual General Meeting and being eligible offers himself for re‐appointment.
SPECIAL BUSINESS
3. To consider and if thought fit, to pass with or without modification, the following Resolution as an Ordinary
Resolution:
APPOINTMENT OF MR. BHAVIN KIRITKUMAR PANDYA AS A DIRECTOR:
"RESOLVED THAT, Mr. Bhavin Kiritkumar Pandya (DIN: 08500515) who was appointed as an Additional
Director of the Company by the Board of Directors with effect from 11th July, 2019 and who holds office until
the date of the AGM, in terms of Section 161 of the Companies Act, 2013, and who qualifies for being
appointed as a Director is hereby appointed as an Director of the Company, liable to retire by rotation.”
4. To consider and if thought fit, to pass with or without modification, the following Resolution as an Ordinary
Resolution:
APPOINTMENT OF MRS. KALPANABEN DIPAKBHAI SUTHAR AS A DIRECTOR
"RESOLVED THAT, Mrs. Kalpanaben Dipakbhai Suthar (DIN: 08513009) who was appointed as an Additional
Director of the Company by the Board of Directors with effect from 17th July, 2019 and who holds office until
the date of the AGM, in terms of Section 161 of the Companies Act, 2013, and who qualifies for being
appointed as a Director is hereby appointed as an Director of the Company, liable to retire by rotation.”
5. To consider and if thought fit, to pass with or without modification, the following Resolution as a Special
Resolution:
RESOLUTION FOR APPROVAL OF EXCESS MANAGERIAL REMUNERATION GIVEN IN THE FINANCIAL YEAR
“ RESOLVED THAT based on the recommendations of the Nomination and Remuneration Committee of the Board of Directors ,the provision of Section 197 of the Companies Act,2013 read with the Schedule V to the Act and other applicable provisions of the Act and the Rules made there under ( including any statutory amendments, modifications or re-enactments thereof) , the approval of the Members be and is hereby accorded for the sum of amount has been paid as remuneration to Mr. Pravinchandra Gor ,Managing Director , Mr. Alpit Kumar Gor , Whole time Director, Ms. Jayshreeben Gor and Mr. Umesh A. Bhadreswara ,Executive Director during the Financial Year(F.Y.) 2018-2019, which is in excess of maximum remuneration permissible under the Companies Act,2013.”
6. To consider and if thought fit, to pass with or without modification, the following Resolution as a Special
Resolution:
RESOLUTION FOR APPROVAL OF EXCESS MANAGERIAL REMUNERATION AS PER THE SCHEDULE V OF
COMPANIES ACT, 2013 FOR THE UPCOMING YEARS INCLUDING CURRENT FINANCIAL YEAR 2019‐20.
“ RESOLVED THAT based on the recommendations of the Nomination and Remuneration Committee of the Board of Directors ,the provision of Section 197 of the Companies Act,2013 read with the Schedule V to the Act and other applicable provisions of the Act and the Rules made there under ( including any statutory amendments, modifications or re-enactments thereof) , the approval of the Members be and is hereby accorded for the payment of remuneration to Mr. Pravinchandra Gor ,Managing Director , Mr. Alpit Kumar Gor , Whole time Director, Ms. Jayshreeben Gor and Umesh A. Bhadreswara ,Executive Director, which is in excess of maximum remuneration permissible under the Companies Act ,2013, for all the upcoming financial years including current financial year(2019-2020). ”
By order of the Board of Directors RIDDHI CORPORATE SERVICES LIMITED
Place: ‐ AHMEDABAD PRAVINCHANDRA GOR Date: ‐ 07/09/2019 CHAIRMAN & MANAGING DIRECTOR CIN:L74140GJ2010PLC062548 DIN: 03267951
NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER. PROXY IN FORM NO MGT‐11 TO BE EFFECTIVE SHOULD REACH THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR THE MEETING. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. 2. Proxies, in order to be effective, should be duly stamped, completed, signed and deposited at the Registered Office of the Company not less than 48 hours before the meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable. 3. The Register of Members and Share Transfer Books of the Company will remain closed from 24thSeptember, 2019 to 30thSeptember, 2019 (both days inclusive) for the purpose of Annual General Meeting of the Company. 4. The members are requested to intimate their change of address, if any, immediately to the Company & its Registrar and Transfer Agent (RTA) Viz. PURVA SHAREGISTRY (INDIA) PVT. LTD., 9, Shiv Shakti Indl. Estate, J. R. Boricha Marg, Near Lodha Excel us, Lower Parel (East), Mumbai ‐ 400 011. Tel: 2301 8261 / 2301 6761 / 2301 2518 quoting their Folio No. or Client ID No. 5. Members desiring any information on Accounts are requested to write to the Company at least one week before the meeting so as to enable the management to keep the information ready. Replies will be provided at the meeting. 6. As a measure of economy, copies of Annual Report will not be distributed at the Annual General Meeting. Shareholders are requested to bring their copies of Annual Report and the attendance slip at the Annual General Meeting. 7. Nomination facility is available to the Share holders in respect of share held by them. 8. Members who hold shares in dematerialized form are requested to write their client ID and DP ID numbers and those who hold shares in physical form are requested to write their Folio number in the attendance slip for attending the meeting. 9. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the special business under item numbers 3 to 6 is annexed. 10. Information relating to the Directors proposed to be appointed and those retiring by rotation and seeking re‐
appointment at this Meeting, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Notice.
Mr. Bhavin Kiritkumar Pandya is not related with any other director of the company.
Education Qualification Mr. Bhavin Kiritkumar Pandya has done Graduation in Commerce Field and also has Completed his ITI (Industrial Training Institute) from Dharmad in the Field of Mechanical Draft.
Profile & Expertise in Specific functional Areas
Mr. Bhavin Kiritkumar Pandya has done Graduation in Commerce Field and also has Completed his ITI (Industrial Training Institute) from Dharmad in the Field of Mechanical Draft.
List of other Directorship /Committee membership in other Public Companies As on 31st March, 2019.
Not Applicable
11. Voting through electronic means: The Company is pleased to offer e‐voting facility to all its members to enable them to cast their vote electronically in terms of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 (including any statutory modification or re‐enactment thereof for the time being in force). Accordingly, a member may exercise his vote by electronic means and the Company may pass any resolution by electronic voting system in accordance with the above provisions. The instruction for e‐voting as under SECTION A ‐ E‐VOTING PROCESS – Step 1: Open your web browser during the voting period and log on to the e‐Voting Website:
www.evotingindia.com.
Step 2: Click on “shareholder” to cast your vote(S)
Step 3: Please enter User ID –
a) For account holders in CDSL :‐ Your 16 digits beneficiary ID b) For account holders in NSDL :‐ Your 8 Character DP ID followed by 8 Digits Client ID c) Members holding shares in Physical Form should enter Folio Number registered with the
Company
Step 4: Enter the Image Verification as displayed and Click on Login
Step 5: If you are holding shares in demat form and had logged on to www.evotingindia.com and voted
on an earlier voting of any Company, then your existing password is to be used.
Step 6: If you are a first time user follow the steps given below:
6.1 Enter your 10 digit alpha‐numeric PAN issued by Income Tax Department.
For members who have not updated their PAN with the Depository Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field. In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.
6.2 Enter the Date of Birth (DOB) recorded in the demat account or registered with the
Company for the demat account in DD/MM/YYYY format.
6.3 Enter your Dividend Bank details (Account Number) recorded in the demat account or
registered with the Company for the demat account
Any one of the details i.e. DOB or Dividend Bank details should be entered for logging into the account. If Dividend Bank details and Date of Birth are not recorded with the Depository or Company please enter the number of shares held by you as on the cut of date i.e. 23rd September, 2019 in the Dividend Bank details field.
Step 7: After entering these details appropriately, click on “SUBMIT” tab.
Step 8: First time user holding shares in Demat form will now reach Password Generation menu
wherein they are required to create their login password in the password field. Kindly note that this password can also be used by the Demat holders for voting for resolution of any other Company on which they are eligible to vote, provided that Company opts for e‐Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
If Demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.
Members holding shares in physical form will then directly reach the Company selection screen.
Step 9: Click on the EVSN of the Company i.e. 190907061 to vote.
Step 10: On the voting page, you will see Resolution description and against the same the option
‘YES/NO’ for voting. Select the relevant option as desired YES or NO and click on submit.
Step 11: Click on the Resolution File Link if you wish to view the Notice.
Step 12: After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
Step 13: Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.
You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.
SECTION B ‐ COMMENCEMENT OF E‐VOTING PERIOD AND OTHER E‐VOTING INSTRUCTIONS
i. The e‐Voting period commences on 24th September, 2019 (9.00 a.m.) And ends on 29th September,
2019 (5.00 p.m.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on cut off date of 23rd September, 2019 may cast their vote electronically. The e‐Voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.
ii. The voting rights of shareholders shall be in proportion to their shares of the Paid Up Equity Share Capital
of the Company.
iii. Mr. Amrish N Gandhi, Practicing Company Secretary [Fellow Membership No. 8193] (and failing him Mr.
Samsad A Khan, Practicing Company Secretary) [Membership No. 28719] has been appointed as the Scrutinizer to scrutinize the e‐voting process in a fair and transparent manner.
iv. The Scrutinizer shall, within a period not exceeding three (3) working days from the conclusion of the e‐
voting period, unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any and submit forthwith to the Chairman of the Company.
v. The Results shall be declared on the date of AGM of the Company. The Results declared along with the
Scrutinizer’s Report shall be placed on the Company’s website www.riddhicorporate.co.in and on the website of CDSL https://www.evotingindia.co.in within two days of the passing of the resolutions at the AGM of the Company and communicated to the Stock Exchange(s), where the shares of the Company are listed.
vi. The resolutions shall be deemed to be passed on the date of the Annual General Meeting, subject to receipt of sufficient votes.
vii. For Members holding shares in physical form, the password and default number can be used only for e‐
Voting on the resolutions given in the notice.
viii. Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are required to log on to
https://www.evotingindia.co.in and register themselves as Corporate, link their account which they wish to vote on and then cast their vote. They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected]. They should also upload a scanned copy of the Board Resolution / Power of Attorney (POA) which they have issued in favor of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the vote.
ix. You can also update your mobile number and E‐mail ID in the user profile details of the folio which may be
used for sending communication(s) regarding CDSL e‐Voting system in future. The same may be used in case the Member forgets the password and the same needs to be reset.
x. In case you have any queries or issues regarding e‐Voting, you may refer the Frequently Asked Questions
(“FAQs”) and e‐Voting manual available at www.evotingindia.com under help section or write an email to [email protected].
EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013 ITEM NO. 3. APPOINTMENT OF MR. BHAVIN KIRITKUMAR PANDYA AS A DIRECTOR:‐
Mr. BhavinKiritkumar Pandya, aged 41 years, was appointed as an Additional Director of the Company with effect from 11th July, 2019 to hold office of director till the conclusion of the ensuing Annual General Meeting. A notice in this regards has been received from the one of the member proposing his appointment as director of the company. Hence this resolution is proposed. None of the Directors or any key managerial personnel or any relative of any of the Directors of the Company or the relatives of any key managerial personnel is, in anyway, concerned or interested in the above resolution. ITEM NO. 4. APPOINTMENT OF MRS. KALPANABEN DIPAKBHAI SUTHAR AS A DIRECTOR:‐
Mrs. KalpanabenDipakbhaiSuthar, aged 41 years, was appointed as an Additional Director of the Company with effect from 17th July, 2019 to hold office of director till the conclusion of the ensuing Annual General Meeting. A notice in this regards has been received from the one of the member proposing his appointment as director of the company. Hence this resolution is proposed. None of the Directors or any key managerial personnel or any relative of any of the Directors of the Company or the relatives of any key managerial personnel is, in anyway, concerned or interested in the above resolution. ITEM NO. 5 APPROVAL OF EXCESS MANAGERIAL REMUNERATION GIVEN IN THE FINANCIAL YEAR 2018‐19. Nomination and Remuneration Committee of the Board of Directors has given recommendations to increase the remuneration of the Mr.Pravinchandra Gor ,Managing Director , Mr.Alpit Kumar Gor , Wholetime Director, Ms.Jayshreeben Gor and Mr.Umesh A. Bhadreswara ,Executive Director for the Financial Year(F.Y.) 2018-2019.
Total amount of remuneration paid to Mr.Pravinchandra Gor ,Managing Director , Mr.Alpit Kumar Gor , Wholetime Director, Ms.Jayshreeben Gor and Mr.Umesh A. Bhadreswara ,Executive Director during the F.Y. 2018-2019 exceeded the limit under Section 197 of the Companies Act ,2013 read with the Schedule V to the Act and other applicable provisions of the Act and the Rules made there under ( including any statutory amendments, modifications or re-enactments thereof).
As per the section 197(1) of the Companies Act, 2013 read with Schedule V to the Act, as amended by the Companies (Amendments) Act, 2017, allow the Members of the Company to ratify the excess managerial remuneration by way of a Special resolution.
Therefore, the Members are requested to accord their approval to ratify the excess remuneration paid to Mr. Pravinchandra Gor, Managing Director , Mr. Alpit Kumar Gor , Wholetime Director, Ms.Jayshreeben Gor and Mr.Umesh A. Bhadreswara ,Executive Director during the F.Y. 2018-2019.
ITEM NO. 6 APPROVAL OF EXCESS MANAGERIAL REMUNERATION AS PER THE SCHEDULE V OF COMPANIES ACT, 2013 FOR THE UPCOMING YEARS INCLUDING CURRENT FINANCIAL YEAR 2019‐20. Nomination and Remuneration Committee of the Board of Directors has given recommendations in respect of remuneration of the Mr.Pravinchandra Gor ,Managing Director , Mr.Alpit Kumar Gor , Wholetime Director, Ms.Jayshreeben Gor and Umesh A. Bhadreswara ,Executive Director.
Total amount of remuneration, to Mr. Pravinchandra Gor ,Managing Director , Mr.Alpit Kumar Gor , Wholetime Director, Ms.JayshreebenGor and Mr.Umesh A. Bhadreswara ,Executive Director for the is exceeding the limit under Section 197 of the Companies Act ,2013 read with the Schedule V to the Act and other applicable provisions of the Act and the Rules made there under ( including any statutory amendments, modifications or re-enactments thereof).
As per the section 197(1) of the Companies Act, 2013 read with Schedule V to the Act, as amended by the Companies (Amendments) Act, 2017, allow the Members of the Company to ratify the excess managerial remuneration by way of a Special resolution.
Therefore, the Members are requested to accord their approval to ratify the excess remuneration paid or to be paid to Mr. Pravinchandra Gor, Managing Director, Mr. Alpit Kumar Gor ,Wholetime Director, Ms.Jayshreeben Gor and Umesh A. Bhadreswara , Executive Director, for all the upcoming financial years including current financial year(2019-2020).
By order of the Board of Directors RIDDHI CORPORATE SERVICES LIMITED
Place: ‐ AHMEDABAD PRAVINCHANDRA GOR Date: ‐ 07/09/2019 CHAIRMAN & MANAGING DIRECTOR CIN:L74140GJ2010PLC062548 DIN: 03267951
DDDIIIRRREEECCCTTTOOORRRSSS’’’ RRREEEPPPOOORRRTTT To, The Members, Riddhi Corporate Services Limited, Your Directors have pleasure in presenting the 9thAnnual Report together with the Audited accounts of the Company for the financial year ended on March 31, 2019. 1. (i) STANDALONE FINANCIAL RESULTS: ( Rs. In lacs)
PARTICULARS FOR THE YEAR ENDED
ON 31ST MARCH, 2019
FOR THE YEAR ENDED
ON 31ST MARCH, 2018
Net Total Income 5151.11 2103.50
Less: Operating and Admin. Exps 4843.39 1931.15
Profit before depreciation and Taxes 307.72 172.35
2. HIGHLIGHTS OF PERFORMANCE: The company has posted a good performance for the year under review as compared to previous year i.e.2017‐2018. The total revenue of the Company has increased from Rs.21,03,50,326 to Rs. 51,51,11,162 .The profit before tax of the Company has increased from Rs.1,36,85,392to Rs. 2,80,63,996. The net profit after tax has also increased from 93,78,551to Rs.1,99,96,700. We remained resolute and relentless in our quest for strengthening our cost‐competiveness, better management of working capital and operational excellence across all businesses. 3. DIVIDEND: During the Period under review the board of directors of company had recommended declaring the dividend payment of Rs. 0.20/‐ per Shares to members of the company which was later on approved by the members of the company. 4. PUBLIC DEPOSITS: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. 5. BOARD MEETINGS HELD DURING THE YEAR:
SR NO. DATE ON WHICH BOARD MEETINGS
WERE HELD
TOTAL STRENGTH OF THE BOARD NO OF DIRECTORS PRESENT
1 26/04/2018 8 7
2 30/05/2018 8 7
3 07/09/2018 8 7
4 14/11/2018 8 7
5 19/11/2018 8 7
6 29/11/2018 8 8
7 23/01/2019 8 7
8 15/03/2019 8 7
ATTENDANCE OF DIRECTORS AT BOARD MEETINGS:
SR NO. NAME OF DIRECTORS NO. OF MEETING HELD NO. OF MEETING ATTENDED
1. ALPITKUMAR P. GOR 8 8
2. PRAVINCHANDRA K. GOR 8 8
3. JAYSHREEBEN P. GOR 8 8
4. VIPUL SURENDRABHAI PANDIT 8 8
5. SOUMYARANJAN K. PRADHAN 8 8
6. KALPESHBHAI C. SHUKLA 8 8
7. UMESH ARVINDBHAI BHADRESWARA 8 8
8. SUBHASISH CHAKRABORTY 8 1
6. DEPOSITORY SYSTEM: All the Shareholding of the company is in Dematerialised form only.
7. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY:
As on 31st March, 2019, your Company has three Subsidiary Companies. The details of the same areas under: 1. RCSPL Share Broking Private Limited.
During the period under review the Equity Shares of the company was listed on the BSE‐SME Platform and therefore as per the regulation 15 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 company has been exempt from reporting on corporate governance. Therefore,Corporate Governance Report is not attached. 9. EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:
The details forming part of the extract of the Annual Return in form MGT‐ 9 is annexed herewith as “Annexure ‐A”. 10. DIRECTORS AND KEY MANAGERIAL PERSONNEL: In terms of Section 152 of the Companies Act, 2013, Mrs.Jayshreeben Pravinchandra Gor (DIN: 03267963)is
liable to retire by rotation at forthcoming AGM and being eligible offers himself for re‐appointment.
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.
All the directors of the Company have confirmed that they are not disqualified from being appointed as directors
in terms of Section 164 of the Companies Act, 2013.
11. MATTERS AS PRESCRIBED UNDER SUB‐SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT, 2013: The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company. 12. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various committees were discussed in detail. A structured questionnaire each for evaluation of the Board, its various Committees and individual Directors was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc. 13. AUDITORS:
STATUTORY AUDITORS M/s. NITIN K. SHAH & CO, Chartered Accountant, the Statutory Auditors of the Company, has been appointed by the company at its 8th Annual General Meeting held on 28th September, 2018 till the conclusion of its 11th Annual General Meeting to be held for the financial year ending on 31st March. 2021. Your Company has received letter from M/s. NITIN K. SHAH & CO, Chartered Accountant, to the effect that
their appointment, is within the prescribed limits under Section 141 of the Companies Act, 2013 read with rules made there under and that they are not disqualified for such appointment. The Statutory Auditors report for the Financial year ended March, 2019 is attached to this report . No Qualification or Adverse Remarks made in Statutory Report by Statutory auditors for the financial year 2018‐2019. Directors Response to Statutory Audit Report:‐
Your Board of Directors would like to clarify the qualification remarks made in Secretarial Audit Report as under:‐
Qualification/ Adverse Remark Explanation :
1. During the Year Ended 31st March 2019 the Company has Paid remuneration to its Managing Director, Whole time Director And Manager Which is Excess of limit given under Section 197(1) read with the Schedule V Of the Companies Act 2013 By Rs. 23,27,720/‐ Pending Approval from the Members of the company Impact thereof on the Financial Statement is not currently ascertainable..
Company is in process to take necessary/
pending approval from the members of the
company by passing a special resolution in
Members meeting in this regard.
SECRETARIAL AUDITORS Your directors have appointed Amrish Gandhi & Associates, Company Secretary, 504, Shivalik Abaise, Opp. Shell Petrol Pump, Anandnagar Road, Satellite, Ahmedabad‐380015, as secretarial auditors for the financial year 2018‐19. The Secretarial Audit Report for the Financial Year ended March, 2018 is attached to this report as “Annexure‐C”.
Directors Response to Secretarial Audit Report:‐
Your Board of Directors would like to clarify the qualification remarks made in Secretarial Audit Report as under:‐
Qualification/ Adverse Remark Explanation :
1. Managerial remuneration
exceeds the requisite approvals
mandated by the provisions of
Section 197 read with Schedule V to
Company is in process to take necessary/ pending
approval from the members of the company by passing a
special resolution in Members meeting in this regard.
Provision for appointment of Cost Auditor is not applicable to your company.
14. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY: The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report. 15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: Details of Loans, Guarantees and Investments under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statement of the company.
16. AUDIT COMMITTEE: Audit Committee comprises of three members and all members are Independent Directors. All transactions with related parties are on an arm's length basis. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.
The composition of the Audit Committee of the Board of Directors of the Company mentioned below:
NAME OF DIRECTORS DESIGNATION NATURE OF DIRECTORSHIP
Soumyaranjan Pradhan Chairman Independent Director
Kalpeshbhai Shukla Member Independent Director
VipulPandit Member Independent Director
17. NOMINATION AND REMUNERATION COMMITTEE: Nomination and Remuneration Committee comprises of three members of which three, including the Chairman of the Committee, are Independent Directors. The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company is mentioned below:
NAME OF DIRECTORS DESIGNATION NATURE OF DIRECTORSHIP
Stakeholder Relationship Committee comprises of three members of which three including the Chairman of the Committee, are Independent Directors. The composition of the Stakeholder Relationship Committee of the Board of Directors of the Company is mentioned below:
NAME OF DIRECTORS DESIGNATION NATURE OF DIRECTORSHIP
Soumyaranjan Pradhan Chairman Independent Director
Kalpeshbhai Shukla Member Independent Director
VipulPandit Member Independent Director
19. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: Corporate Social Responsibility Committee comprises of three members of which the Chairman of the Committee, is Independent Director. The composition of the Corporate Social Responsibility Committee of the Board of Directors of the Company is mentioned below:
NAME OF DIRECTORS DESIGNATION NATURE OF DIRECTORSHIP
Soumyaranjan Pradhan Chairman Independent Director
PravinchandraGor Member Managing Director
Alpit P. Gor Member Whole‐time Director
20. RELATED PARTY TRANSACTIONS: All the related party transactions entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC‐2 which is attached with this report as “Annexure‐B”.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
22. MATERIAL CHANGES: There are following material changes and commitments that would affect financial position of the company:
DATE EVENT
21/12/2018 Company has increased authorised capital to Rs. 11,37,50,000
21/12/2018 Shareholders’ approval for Issue of Bonus Shares in the ratio of 10:25
23/01/2019 Allotment of 81,25,000 Bonus Equity Shares to the Existing Shareholder in the ratio of 10:25
23. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY: During the Period under review the Company has increased the authorised capital of the company to Rs.
11,37,50,000/‐ (Rupees Eleven Crore Thirty Seven Lacs Fifty Thousand Only) divided into Rs. 1,13,75,000 Equity Shares of Rs. 10/‐ Each.
During the period under review the company has issued 81,25,000 Bonus Equity Shares as fully paid up Shares to the existing shareholders of the company in the ratio of 10:25 (Issue of 25 Bonus Equity Shares against every 10 Equity Shares held).
findings, adequacy of internal controls, and compliance with Accounting Standards, among others.
HUMAN RESOURCES:
The Company believes that its people are its most important asset and thus continuously strives to scale up its
employee engagement through well structured systems and a visionary HR philosophy. The Company continues to
lays emphasis on building and sustaining the excellent organization climate based on human performance.
Performance management is the key word for the Company. Pursuit of proactive policies for industrial relations has
resulted in a peaceful and harmonious situation in the Company. We are highly focused on developing our employees
to perform with the same excellence for the challenges and huge business opportunities that are envisaged in future.
The Company firmly believes that intellectual capital and human resources is the backbone of the Company’s success.
CAUTIONARY STATEMENT: Statement in the Management Discussion and Analysis describing Company’s objectives, projections, estimates, expectation may be forward‐looking statements within the meaning of applicable securities laws and regulations. Actual result could differ materially from those expressed or implied. Important factors that could make a difference to the Company’s operation include economic conditions affecting demand/supply and price conditions in the Government regulations, tax laws and other status and other incidental factors. Further, the discussion following herein reflects the perceptions on major issues as on date and the opinion expressed here are subject to change without notice. The Company undertakes no obligations to publicly update or revise any of the opinions of forward looking statements expressed in this report, consequent to new information future events, or otherwise. Readers are hence cautioned not to place undue reliance on these statements and are advised to conduct their own investigation and analysis of the information contained or referred to this statement before taking any action with regard to specific objectives.
29. RISK MANAGEMENT: The Board of Directors have developed & implemented a robust risk management policy which identifies the key elements of risks that threatens the existence of the Company. The Audit Committee reviews the Company’s financial and risk management policies and steps taken by the Company to mitigate such risks.
30. CORPORATE SOCIAL RESPONSIBILITY: The Company shall find out ways and means to spend the amount required as per the provision of companies act, 2013in the coming months and shall submit the relevant report in the ensuing year. The Company could not spend the money before finalising this report as the time was too short to identify suitable projects for spending the same.
31. PREVENTION OF SEXUAL HARASSMENT POLICY: The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the aforesaid Act.
32. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following: that in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if
any;
that such accounting policies as mentioned in Notes to the Financial Statements have been selected and
applied consistently and judgement and estimates have been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the
Company for the year ended on that date;
that proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
That the annual financial statements have been prepared on a going concern basis.
That proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively.
That systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.
33. KEY MANAGERIAL PERSON: Mr. Pravinchandra Gor, Chairman &Managing Director (C&MD),Mr. Manish Joshi, Chief Financial Officer
(CFO) and Mr.Parth Pandya, Company Secretary Cum Compliance Officer(CS) are the Key Managerial Personnel of the Company.
34. ENVIRONMENT AND POLLUTION CONTROL: The Company is well aware of its responsibility towards a better and clean environment. Our efforts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco‐friendly technologies and upgrading the same from time to time incidental to its growth programmes.
35. VIGIL MECHANISM/WHISTLE BLOWER POLICY: Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013. The company has adopted Whistle Blower Policy to deal with any instance of fraud and mismanagement. The employees of the company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern.
36. THE CHANGE IN NATURE OF BUSINESS: There is no material changes in the company held during the year.
37. PARTICULARS OF EMPLOYEES: A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as “Annexure –D” to this report.
38. ACKNOWLEDGMENT: Your Directors are grateful to the Central Government, the State Government, the Registrar of Companies, Gujarat, Securities and Exchange Board of India and other Regulatory Authorities, Bankers, Financial Institutions, Vendors and Customers for their continued support, co‐operation and guidance.We would like to express our deep sense of appreciation for the hard work and efforts put in by the employees at all levels.We would like to thank our shareholders for their cooperation and assistance during the year under report.
By order of the Board of Directors
RIDDHI CORPORATE SERVICES LIMITED
Place: ‐ AHMEDABAD PRAVINCHANDRA GOR Date: ‐ 07/09/2019 CHAIRMAN & MANAGING DIRECTOR CIN:L74140GJ2010PLC062548 DIN: 03267951
FFFooorrrmmm NNNooo... MMMGGGTTT‐‐‐999 (((EEEXXXTTTRRRAAACCCTTT OOOFFF AAANNNNNNUUUAAALLL RRREEETTTUUURRRNNN))) AS ON THE FINANCIAL YEAR ENDED ON 31.03.2019
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS: CIN L74140GJ2010PLC062548
REGISTRATION DATE 09/10/2010
NAME OF THE COMPANY RIDDHI CORPORATE SERVICES LIMITED
CATEGORY / SUB‐CATEGORY OF THE COMPANY Company Limited by Shares / Indian Non‐Government Company
ADDRESS OF THE REGISTERED OFFICE AND
CONTACT DETAILS
10 MILL OFFICERS COLONY, BEHIND OLD RBI, ASHRAM ROAD
II. PRINCIPAL OF BUSINESS ACTIVITIES OF THE COMPANY: All the Business Activities contributing 10% or more of the total turnover of the Company shall be stated:
SR NO.
NAME AND DESCRIPTION OF MAIN PRODUCTS / SERVICES
NIC CODE OF THE
PRODUCT / SERVICE
% TO TOTAL TURNOVER OF THE
COMPANY
1 Data processing, hosting and related activities 6311 100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: SR. NO
NAME AND ADDRESS OF THE COMPANY (CIN/GLN) HOLDING/SUBSIDIARY/ASSOCIATE
Allotment of Bonus Equity Shares in the Ratio of 10:25 on 23rd January, 2019 (25 Bonus Equity Shares for every 10 Equity Shares held):‐ 19,55,000 Bonus Equity Shares
3. At the End of the Year (31.03.2019)
2737000 24.06% 2737000 24.06%
2. MR. PRAVINCHANDRA GOR
1 At the beginning of the year (01.04.2018)
7,13,000 21.94% 7,13,000 21.94%
2.
Allotment of Bonus Equity Shares in the Ratio of 10:25 on 23rd January, 2019 (25 Bonus Equity Shares for every 10 Equity Shares held):‐ 17,82,500 Bonus Equity Shares
3. At the End of the Year (31.03.2019)
2495500 21.94% 2495500 21.94%
3. MRS. JAYSHREEBEN PRAVINCHANDRA GOR
1 At the beginning of the year (01.04.2018)
7,13,000 21.94% 7,13,000 21.94%
2.
Allotment of Bonus Equity Shares in the Ratio of 10:25 on 23rd January, 2019 (25 Bonus Equity Shares for every 10 Equity Shares held):‐ 17,82,500 Bonus Equity Shares
3. At the End of the Year (31.03.2019)
2495500 21.94% 2495500 21.94%
4. MASTER OM GOR
1 At the beginning of the year (01.04.2018)
23,000 0.71 23,000 0.71
2.
Allotment of Bonus Equity Shares in the Ratio of 10:25 on 23rd January, 2019 (25 Bonus Equity Shares for every 10 Equity Shares held):‐ 57,500 Bonus Equity Shares
Allotment of Bonus Equity Shares in the Ratio of 10:25 on 23rd January, 2019 (25 Bonus Equity Shares for every 10 Equity Shares held):‐ 57,500 Bonus Equity Shares.
3. At the End of the Year (31.03.2019)
80500 0.71% 80500 0.71%
6. VAISHALI GOR
1 At the beginning of the year (01.04.2018)
22,999 071% 22,999 0.71%
2.
Allotment of Bonus Equity Shares in the Ratio of 10:25 on 23rd January, 2019 (25 Bonus Equity Shares for every 10 Equity Shares held):‐ 57,498 Bonus Equity Shares
3. At the End of the Year (31.03.2019)
80497 0.71% 80497 0.71%
7. PRAVINCHANDRA GOR HUF
1 At the beginning of the year (01.04.2018)
23,000 0.71% 23,000 0.71%
2.
Allotment of Bonus Equity Shares in the Ratio of 10:25 on 23rd January, 2019 (25 Bonus Equity Shares for every 10 Equity Shares held):‐ 57,500 Bonus Equity Shares.
3. At the End of the Year (31.03.2019)
80500 0.71% 80500 0.71%
8. SHILPA PATHAK
1 At the beginning of the year (01.04.2018)
1 0% 1 0%
2.
Allotment of Bonus Equity Shares in the Ratio of 10:25 on 23rd January, 2019 (25 Bonus Equity Shares for every 10 Equity Shares held):‐ 2 Bonus Equity Shares.
FFFOOORRRMMM NNNOOO... MMMRRR‐‐‐333 ––– SSSEEECCCRRREEETTTAAARRRIIIAAALLL AAAUUUDDDIIITTT RRREEEPPPOOORRRTTT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To, The Members, RIDDHI CORPORATE SERVICES LIMITED 10 MILL OFFICERS COLONY, BEHIND OLD RBI, ASHRAM ROAD AHMEDABAD GJ 380009 IN
I, Amrish N. Gandhi, Proprietor of Amrish Gandhi & Associates, Company Secretaries, have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by RIDDHI CORPORATE SERVICES LIMITED [CIN: L74140GJ2010PLC062548] (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of RIDDHI CORPORATE SERVICES LIMITED’S books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board‐processes and compliance‐mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by RIDDHI CORPORATE SERVICES LIMITED for the financial year ended on 31st March, 2019 according to the provisions of: I. The Companies Act, 2013 (‘the Act’) and the rules made thereunder;
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
III. The Depositories Act, 1996 and the Regulations and Byelaws framed there under;
IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings. (Not Applicable to the Company during the Audit Period)
V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):‐
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (upto 14th May, 2015) and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (effective 15th May, 2015); c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not Applicable to the Company during the Audit Period); e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company during the Audit period); f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company during the Audit Period) and; h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable to the Company during the Audit Period); i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 I. As informed to me the following other Laws specifically applicable to the Company as under: A. INDUSTRIAL & LABOUR LAWS: a) Employee’s State Insurance Act, 1948 b) Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 c) The Payment of Bonus Act, 1965( Not applicable to the company during the Audit period) d) The Payment of Gratuity Act, 1972( Not applicable to the company during the Audit period) e) The Employees’ Compensation Act, 1923 I have also examined compliance with the applicable clauses of the following: a) Secretarial Standards with respect to General and Board Meetings issued by The Institute of Company Secretaries of India (effective from 1st July, 2015). c) The Listing Agreements entered into by the Company with BSE Limited. d) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (effective from 1st December, 2015)
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. Mentioned above except to the extent as mentioned below.
1. Managerial Remuneration paid by the company, to Managing Director, Whole‐ time Director and two Executive directors , exceeded the maximum permissible limit prescribed under Section 197 of the Companies Act, 2013 read with Schedule V under Companies Act,2013, subject to approval of Members of the company.
I further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non‐Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions of the board were unanimous and the same was captured and recorded as part of the minutes. I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that during the audit period the Company has no specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc DATE: 30/05/2019 FOR AMRISH GANDHI & ASSOCIATES
PLACE: AHMEDABAD
AMRISH N. GANDHI
PRACTICING COMPANY SECRETARY
FCS‐8193|CP.NO.: 5656
Note:This Report is to be read with Our Letter of even date which is annexed as “Appendix A” and forms an integral part of this report.
To, The Members, RIDDHI CORPORATE SERVICES LIMITED 10 MILL OFFICERS COLONY, BEHIND OLD RBI, ASHRAM ROAD AHMEDABAD GJ 380009 IN Our Secretarial Audit Report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company. 4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company. DATE: 30/05/2019 FOR AMRISH GANDHI & ASSOCIATES
(Pursuant to rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. 1. Details of employees of the company for the Financial Year 2018‐19 are mentioned below:
SR. NO.
NAME OF DIRECTOR/KMP REMUNERATION FOR FY 2018‐19 (IN RS)
% INCREASE/(DECREASE) IN REMUNERATION IN FY 2018‐19
1. ALPITKUMAR PRAVINCHANDRA GOR 24,00,000 33.33%
2. PRAVINCHANDRA KODARLAL GOR 24,00,000 NIL
3. JAYSHREEBEN PRAVINCHANDRA GOR 6,00,000 NIL
4. UMESH A. BHADRESWARA 10,52,000 (16.66%)
4. VIPUL SURENDRABHAI PANDIT NIL NIL
5. SOUMYARANJAN KANHUCHARAN PRADHAN
NIL NIL
6. KALPESHBHAI CHANDRAKISHOREBHAI SHUKLA
NIL NIL
7. MANISH VINODCHANDRA JOSHI 5,52,000 NIL
8. PARTH PANDYA 77,000 NIL
2. There were 1414 permanent employees on the rolls of Company as on 31stMarch, 2019.
3. Relationship between average increase in remuneration and company performance:‐
The average increase in remuneration is associated with and driven by achievement of annual corporate goals and overall business, financial and operational performance of the Company.
4. The key parameters for any variable component of remuneration availed by the directors:‐
– Not Applicable
5. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:‐ – Not Applicable
6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.
CCCeeerrrtttiiifffiiicccaaatttiiiooonnn uuunnndddeeerrr RRReeeggguuulllaaatttiiiooonnn 111777(((888))) ooofff ttthhheee (((LLLOOODDDRRR))) RRReeeggg,,, 222000111555... To, The Board of Director RIDDHI CORPORATE SERVICES LIMITED AHMEDABAD. Mr. MANISH VINODCHANDRA JOSHI, Chief Financial Officer (CFO) in terms of Companies Act, 2013 hereby
certify to the Board that:
A. We have reviewed financial statements and the cash flow statement of Riddhi Corporate Services Limitedfor the year ended 31st March, 2019 and to the best of their knowledge and belief :
1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
2. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
B. There are, to the best of their knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company’s code of conduct.
C. They accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting. We have not come across any reportable deficiencies in the design or operation of such internal controls.
D. They have indicated to the auditors and the Audit committee:
1. that there are no significant changes in internal control over financial reporting during the year;
2. that there are no significant changes in accounting policies during the year; and
3. that there are no instances of significant fraud of which we have become aware.
To the Members of RIDDHI CORPORATE SERVICES LIMITED
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the financial statements of RIDDHI CORPORATE SERVICES LIMITED (“the Company”), which comprise the balance sheet as at 31st March 2019, and the statement of Profit and Loss and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, and based on the Standalone Financial Statement referred to Notes to Accounts Above Except for the effect of the matter described in the basis for Qualified Opinion Section Of Our Report the Aforesaid Standalone Financial Statement give the information required by the Companies Act 2013(“the Act”) in the Manner so required and give true and Fair View in conformity with the Accounting Principles generally Accepted in India, of the state of affairs of the Company as at 31st March, 2019, its profit and its cash flows for the year ended on that date.
Basis for Qualified Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. During the Year Ended 31st March 2019 the Company has Paid remuneration to its Managing Director, Whole time Director And Manager Which is Excess of limit given under Section 197(1) read with the Schedule V Of the Companies Act 2013 By Rs.23,27,720.Pending Approval from the Central Government Impact thereof on the Financial Statement is not currently ascertainable. Refer Notes 21 to the Standalone Financial Statement.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended March 31, 2019. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report:
Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances based on Contracts with Customers. The revenue recognition involves certain key judgments relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognised over a period and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date.
We assessed the Company's process to identify the impact of Contracts with Customers. Our audit approach consisted of studying the internal system and IT platform used regarding the implementation and also testing of the design and operating effectiveness of the internal controls and substantive testing. We evaluated the design of internal controls relating to implementation of the new revenue accounting standard. We selected a sample of continuing and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation. Samples in respect of recording and recognition of revenue were tested by checking the invoices and performance. Conclusion Our procedures did not identify any material exceptions.
2 Inter corporate deposit to Subsidiary During the year, the Company has
granted loan to its subsidiaries. We consider granting loan to Subsidiaries as a key audit matter as it constitutes significant percentage of loan given. The rate of interest charged is at par with rate charged for outsiders.
We have verified the relevant records and found the interest charges are in accordance with company policy. Based on the above procedure and, in our opinion the management’s determination is considered to be reasonable.
3 Investment in Subsidiary Investment in subsidiaries are carried at
cost in the accompanying Standalone Financial Statement, which as at March 31, 2019, reflected equity investment balance of Rs. 5,11,24,000/-. The recoverability of the investments in subsidiaries was assessed by the management based on certain assumption, professional judgments, expectation of future events, which are believed to be reasonable under the circumstances & other factors.
Based on the impairment test performed, carrying amount of investment in subsidiaries do not exceed their recoverable amount on the basis that the current business plans of the subsidiaries will materialize without material adverse effects. We have reviewed the main assumption & the professional judgments made by the management in performing the impairment tests & we have found them reasonable under the current circumstances.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give
a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the ‘Annexure A’, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143 (3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure B’.
g) With respect to the other matters to be included in the Auditor’s report in accordance with the requirements of Sec 197(16) of the Act as amended, we report that Section 197 is not applicable to a private company. Hence reporting as per Section 197(16) is not required.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations on its financial position;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
Referred to in Report on Other Legal and Regulatory requirements paragraph 1 of the Independent Auditors’ Report of even date to the members of RIDDHI CORPORATE SERVICES LIMITED on the financial statements for the year ended March 31, 2019
(i) In respect of its Fixed Assets:
(a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;
(b) These fixed assets have been physically verified by the management at reasonable intervals in accordance with regular programme of verification. According to the information and explanation given to us, no material discrepancies were noticed on such verification.
(c) The immovable property held by the Company is on lease rental basis, hence para 3(ii) of the Order is not applicable to the Company.
(ii) In respect of its Inventory:
The company is rendering the services of ITeS including Data Warehousing. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable to the company.
(iii) (a) The company has granted loans to its two subsidiary company covered in the register maintained under section 189 of the companies Act, 2013. The amount outstanding as on 31st March 2019 is Rs. 1,61,59,959/-.
In our opinion and according to the information and explanations given to us, the terms and conditions of the grants and loans are not prejudicial to the company’s interest.
(b) The Company has granted loans that are re-payable on demand, to companies covered in the register maintained under section 189 of the Companies Act, 2013. We are informed that the Company has not demanded repayment of any such loan along with interest during the year and thus, there has been no default on the part of the party to whom the money has been lent.
(iv) According to information and explanations given to us, the Company has not given any loans, guarantees or security. In respect of the investments made, in our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 186 of the Act.
(v) According to information and explanations given to us the Company has not accepted any deposits during the year.
(vi) In our opinion and according to the information and explanations given to us, in view of Rule 3 of the Companies (Cost Records and Audit) Amendments Rules 2014, the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company and therefore, reporting under clause (vi) of the Order is not applicable to the Company.
(vii) According to the information and explanations given to us, in respect of statutory dues:
The Company is generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. However delay in depositing of GST was observed.
There are no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues in arrears as at March 31, 2019 for period of more than six months from the day they became payable.
(viii) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution, banks or government.
Further, the Company does not have any debentures issued/outstanding any time during the year.
(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.
(x) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.
(xi) According to the records of the company examined by us and the information and explanations given to us, managerial remuneration to the extent of Rs. 23,27,720/- exceeds the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013. The company is in the process of obtaining necessary approval from shareholders for remuneration payable to its whole time director. Pending such approvals, the amount is held in trust for the company.
(xii) This clause of the CARO, 2016 is not applicable to the Company as the Company is not a Nidhi Company.
(xiii) According to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully convertible debentures during the year under audit. Accordingly, the provisions of Clause 3(xiv) of the Order are not
(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him and the provisions of section 192 of the Companies Act, 2013 have been complied with.
(xvi) This clause of the CARO, 2016 is not applicable to the Company as the Company is not required to registered under section 45-IA of the Reserve Bank of India Act, 1934.
Referred to in Report on Other Legal and Regulatory requirements paragraph 2(f) of the Independent Auditors’ Report of even date to the members of RIDDHI CORPORATE SERVICES LIMITED on the financial statements for the year ended March 31, 2019
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act
1. We have audited the internal financial controls over financial reporting of RIDDHI CORPORATE SERVICES LIMITED (“the Company”) as of March 31, 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
2. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditor’s Responsibility
3. Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
6. A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting, were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For, Nitin K. Shah & Co For, Riddhi Corporate Services Limited Chartered Accountants FRN : 107140W SD/‐ (Vaibhav N. Shah) Proprietor Membership No. : F/116817
SD/‐ Mr. PravinchandraGor Mr. AlpitkumarGor Mr. S.k.Pradhan Mr. Manish Joshi Mr. Parth Pandya
Managing Director Wholetime Director Independent Director Chief Financial Officer Company Secretary
For, Nitin K. Shah & Co For, Riddhi Corporate Services Limited Chartered Accountants FRN : 107140W SD/‐ (Vaibhav N. Shah) Proprietor Membership No. : F/116817
SD/‐ Mr. PravinchandraGor Mr. AlpitkumarGor Mr. S.k.Pradhan Mr. Manish Joshi Mr. Parth Pandya
Managing Director Wholetime Director Independent Director Chief Financial Officer Company Secretary
I. Revenue from operations (Gross) 15 50 25 70 596 19 97 08 929II. Other income 16 1 25 40 566 1 06 41 397III.Total Revenue (I + II) 51 51 11 162 21 03 50 326IV.Expenses Cost of materials - - Purchase of Services 17 10 30 02 290 4 13 59 657 Changes in inventories of Finished and Process St. - - Employee benefit expenses 18 31 99 34 212 9 76 33 858 Finance Costs 19 40 70 379 25 90 264 Depreciation and amortization costs 9 27 07 638 35 49 520 Other expenses 20 5 73 32 647 5 15 31 635 Total expenses 48 70 47 166 19 66 64 935V. Profit before exceptional items and tax (III-IV) 2 80 63 996 1 36 85 392VI.Exceptional items VII.Profit before tax (V-VI) 2 80 63 996 1 36 85 392VIII.Tax expense (1) Current tax 79 11 432 40 94 660 Less: MAT Credit Entitlement - - (2) Deferred tax 1 55 864 2 17 181IX.Profit for the year (VII-VIII) 1 99 96 700 93 73 551X. Earning Per Equity Share Rs.(FV of Rs.10/- each) 1.76 3.08 (Basic and Diluted)Significant Accounting Policies 21 The accompanying notes form an integral part of the financial statements.
Ahmedabad, Date:30th May, 2019 Date:‐ 30th May, 2019 Place:‐ Ahmedabad
As per our report of even date
For, Nitin K. Shah & Co For, Riddhi Corporate Services Limited Chartered Accountants FRN : 107140W SD/‐ (Vaibhav N. Shah) Proprietor Membership No. : F/116817 Ahmedabad, Date:30th May, 2019
SD/‐ Mr. PravinchandraGor Mr. AlpitkumarGor Mr. S.k.Pradhan Mr. Manish Joshi Mr. Parth Pandya Date:‐ 30th May, 2019
Managing Director Wholetime Director Independent Director Chief Financial Officer Company Secretary Place:‐ Ahmedabad
CASH FLOW FROM OPERATING ACTIVITIESNet Profit as per P & L A/c before Income TaxAdjustment for:DepreciationInterest Exp.Interest IncomeOperating Profit before working capital Changes
(Increase)/Decrease in Current Assets
Increase/ (Decrease) in Current Liabilities
Short term ProvisionOther Current LiabilitiesShort term BorrowingsIncome Tax paidNet Cash flow from Operating Activities.
CASH FLOW FORM INVESTMENT ACTIVITIESInterest Income
Purchase of Fixed AssetsSale of Fixed Assets
2. The Previous Year's figures have been regruoped wherever necessary.
Net Cash flow form Investing ActivitiesCASH FLOW FORM FINANCING ACTIVITIESLong Term Borrowings
Interest
Issue of IPO Share Capital at BSE-SME PlatformNet Cash Flow from Financing ActivitiesNET CHANGE IN CASH AND CASH EQUVIVALENTS (A+B+C)OPENING CASH AND CASH EQUIVALENTSCLOSING CASH AND CASH EQUIVALENTS (D+E)
1. The Above cash flow statement has been prepared under the "indirect Method" as set out in the AS-3 "Cash Flow Statements" issue by the Institute of Chartered Accountants of India.
Adjustment for Change in Depreciation‐Transition Effect
Closing Balance
b. Security Premium Account Opening Balance Less:- Appropriation For Bonus Share Issued Closing Balancec. Surplus in the Statement of Profit & Loss Opening Balance Add: Net Profit for the year Less:-Dividend Paid Dividend Distribution Tax Closing Balance
TOTALNOTE 3Long term BorrowingsSECURED LOANSNon Current portion of Bank Loans
State Bank of India & ICICI BankTerms of RepaymentName of the Bank SBI ICICI Bank SBI ICICI BankType of LoanLoan Account No. 00033060342 33396808477 00033060342Amount Sanctioned/Availed (Rs.) 17 00 000 1,700,000 1,700,000 Sanction Date 10.08.2015 23.10.2013 10.08.2015Current Interest Rate 10.75% 9.80%Total No. of Instalments 60 60 60 No. of Instalments paid 44 60 32 No. of balance instalments to be paid 16 - 28 Amount of EMI 35 955 36,582 35,955 Repayment type Monthly Monthly MonthlyBank ODUNSECURED LOANS
From DirectorsMr. Alpit Gor
BUSINESS DEPOSITSShree Rang Logistics Pvt LtdRiddhi Infocom Solutions LLP
Riddhi Worldwide Express Sub-Total (A)
NOTE 4DEFERRED TAX LIABILITIES (NET)Deferred Tax Liability (Opg)Fixed Assets: Impact of differences between tax depreciation adepreciation charged for the financial reporting
Outstanding for a period exceeding Six months from the date they
are due for payment (Unsecured, Considered Good)
Other Receivable (Unsecured, Considered Good)
TOTAL
NOTE 13
CASH AND BANK BALANCES
Cash on Hand
Balances with Banks
In Current Accounts
TOTAL
5 63 63 543
4 17 75 553
5 85 84 627
22 21 084
‐
‐
16 13 124
1 08 87 715
‐
‐
55,283,703
-
3 83 827
7 08 247
1 25 00 839
- 20 56 373
5 28 30 031
-
31 March 2019
3 97 299
As At
7,085,965
18,774,634
**Loans and Advances Payable to Staff and Provision for Expenses
26,454,701
vehicle Hypo Loan
599,173 279,134
878,307 -
-
10,793,375
200,000
12,202,589
185,250
4,590,000
46,034,000
116,093,823
47,163,844
263,183
500,000
8,567,843
5,099,525
669,075
6,218,751
6,827,981
12,407,182
37,343,964
49,751,146
609,230
236,067,258
84,365
-
10,993,375
28,623,303
1,075,542
0
66 92 304
14828624
2 69 46 929
10,857,433
21 75 37 657
11 70 42 259
4 82 79 324
‐
66 92 304
5 00 000
45 90 000
4 60 34 000
-
According to the Information available with the Company,there are no amount as at 31st March, 2019 due to Suppliers who Constitute a 'Micro ,Small and Medium Enterprise " as per MSMED Act,2006
NOTE 14SHORT-TERM LOANS AND ADVANCESAdvance Recoverable in cash or in KindRCSPL Multicommodities Pvt Ltd Advance Tax and TDS Receivables (Net of Provisions)
TOTALNOTE 15REVENUE FROM OPERATIONSRevenue from Sales of Services -DomesticOTHER OPERATING REVENUE
TOTALNOTE 16OTHER INCOMEInterest on FD With BankGain on Shares and F&OPickup Charges (Distributor)Sundry Balances Written BackDividend IncomeInterest on ICD
(A) Significant Accounting Policies: 1) Basis of Preparation of Financial Statements:- The financial statements have been prepared to comply in all material respects with applicable
Accounting Standards issued by the Institute of Chartered Accountants of India. The financial statements have been prepared under the historical cost convention on an accrual basis of accounting, in accordance with applicable mandatory accounting standards prescribed under the Companies (Accounting Standards) Rules, 2014 and the relevant provisions of the Companies Act, 2013.
2) Use of Estimates:- The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Any revision to accounting estimates is recognized prospectively in current and future periods.
3) Revenue Recognition:- In Contact Centre Activity, revenue is recognized as the related services are performed, based on actual utilization or minimum utilization level, as appropriate, specified in the agreements. In Claim Processing Activity, revenue is recognized based on number of claims processed, at contractual rates and terms as specified in the agreements. In respect of other services, revenue for services rendered is recognized as per the terms of specific contracts.
Note 9 - Fixed Assets
BALANCE ADDITION DEDUCTION BALANCE BALANCE ADDITION DEDUCTION BALANCE AS ON DURING DURING AS ON AS ON DURING DURING AS ON
01-Apr-18 THE YEAR THE YEAR 31-Mar-19 01-Apr-18 THE YEAR THE YEAR 31-Mar-19
Interest income is accounted on accrual basis and dividend income is accounted on right to receipt basis. In respect of other heads of income, the Company follows the practice of accounting of such income on accrual basis.
4) Fixed Assets:- Fixed assets are stated at the cost of acquisition less accumulated depreciation and impairment losses, if any. Cost of fixed assets comprises purchase price, duties, levies and any directly attributable cost of bringing the asset to its working condition for the intended use. Borrowing costs related to the acquisition or construction of the qualifying assets for the period up to the completion of their acquisition or construction is capitalized. Subsequent expenditures related to an item of tangible assets are added to its book value only if they increase the future benefits from the existing assets beyond its previously assessed standard of performance.
5) Depreciation/Amortization:- Pursuant to the enactment of the Companies Act 2013 (the Act), the company has, effective from 1
April, 2014, reassessed the useful life of its fixed assets and has computed depreciation with reference to the useful life of assets as recommended in schedule II to the Act.
6) Investments:- Investments that are readily realizable and are intended to be held for not more than a year from the
date, on which such investments are made, are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments.
7) Provision, Contingent Liabilities and Contingent Assets:-
Provisions are recognized when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date and are not discounted to its present value. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent liabilities are disclosed by way of Notes to Accounts.
Contingent assets are not recognized in the financial statements.
8) Taxation:- Tax expense comprises of current and deferred tax. Current income tax is measured at the amount
expected to be paid to the tax authorities in accordance with the Indian Income-tax Act, 1961. Deferred income taxes reflect the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.
Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted
at the balance sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.
9) Segment reporting:- Identification of segments: The Company’s operating businesses are organized and managed according to the nature of service
and predominant source of the risk for the Company is business service, therefore business segment has been considered as primary segment. The analysis of geographical segments is based on the areas in which the Company operates.
Segment policies: The Company prepares its segment information in conformity with the accounting policies adopted
for preparing and presenting the financial statements of the Company as a whole.
10) Earnings per share:- Basic earnings per share are calculated by diving the net profit or loss for the period attributable to
equity shareholders after deducting preference dividends and attributable taxes by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares, if any.
11) Impairment:- The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of
impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount.
The recoverable amount is the greater of the assets’ net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. For the purpose of accounting of impairment, due consideration is given to revaluation reserve, if any. After impairment, depreciation is provided on the revised carrying amount of the assets over its remaining useful lives.
A previously recognized impairment loss is increased or reversed depending on changes in circumstances. However the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.
12) Borrowing costs:- Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized
as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
13) Leases:- Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the
leased item are classified as Operating Leases. Operating Lease payments are recognized as an expense in the Profit & Loss Account on a straight line basis over the lease period.
14) Employee benefits:- Retirement benefits in the form of Provident Fund contributed to Statutory Provident Fund is a
defined contribution scheme and the payments are charged to the Profit and Loss Account of the year when the payments to the respective funds are due. There are no obligations other than contribution payable to Provident Fund Authorities.
15) Foreign Currency Translations:- Initial recognition Foreign currency transactions are recorded in the reporting currency, by applying to the foreign
currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.
Conversion
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.
Exchange differences Exchange differences arising on settlement of monetary items or on reporting Company’s monetary
items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise.
Forward exchange contracts not intended for trading or speculation purposes The premium or discount arising at the inception of forward exchange contracts is amortized as
expense or income over the life of the contract. Exchange differences on such contracts are recognized in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognized as income or as expense for the year.
16) Other Accounting Policies:- These are consistent with the generally accepted accounting practices.
(B) Notes to Accounts: 1) Contingent Liability: Performance Bank Gaurantee to Clients
Bid Security/Earnest Money Deposit in form of Bank Gaurantee to Clients:
Particular Amount In Rs.
2018-19
Amount In Rs.
2017-18
Earnest Money Deposit 21,32,000 24,88,076
2) The balances of sundry debtors, sundry creditors, loans and advances are subject to confirmation.
3) As explained to us, the provisions of Provident Fund Act, ESI Act, and Gratuity Act are applicable to the Company and have been dealt accordingly.
4) According to the information available with the Company, there are no amounts as at 31st March, 2019, due to suppliers who constitute a “Micro, Small and Medium Enterprises” as per MSMED Act, 2006.
5) The Board of Directors is of the opinion that all the liabilities have been adequately provided for.
6) Earnings Per Share (EPS)
Particulars 2018-19 2017-18
Net profit as per profit and loss account 19996700 93,73,551
Less: Preference dividend and Tax thereon 0 0
Net Profit for Calculation of basic/diluted EPS 19996700 93,73,551
Weighted average number of equity shares 11375000 30,39,178
(in calculated basic/diluted EPS)
[Nominal value of shares Rs.10 (Previous Year Rs.10)]
1.76 3.08
7) Auditors’ Remuneration
Particulars
2018-2019 2017-2018
As Auditor - Statutory Audit 190000 50,000 - Tax Audit 0 0 As Advisor, or in any other capacity - - Reimbursement of expenses - - Total 190000 50,000
9) Where the external evidence in the form of cash memos, bill, stamped receipt etc. were not available, the internal vouchers prepared and authorized by the company have been relied on.
10) During the period under audit, Insurance policy premium amount is charged to P&L account as consistent policy to charge in the year in which it is paid.
11) As explained by the management, there is no warranty liability, hence the provision for the same is not provided for.
12) Deferred Tax Liability:
As per Accounting Standard 22 on “Accounting for taxes on Income “ issued by the Institute of Chartered Accountant of India, Deferred Tax assets/liabilities are as follows:
Particulars 2018-2019 2017-2018
Opening Balance of Deferred Tax liability/ (Assets) (2,59,891) (4,77,072)
Add/Less: Deferred Tax liability accrued during the year due to timing difference of Depreciation
1,55,864 2,17,181
Closing balance of Deferred Tax Liability/(Assets)
(1,04,027) (2,59,891)
P.N.: Deferred tax is measured based on the tax rates and the tax laws enacted by the Finance Act, 2019 @26%.
13) Value of Imports calculated on C.I.F. basis in respect of
Particulars 2018-2019 2017-2018
Raw Materials 0 0
Capital Goods 0 0
Particulars
2018-2019 2017-2018
Directors' Remuneration 60,84,000 55,34,000 Perquisites 0 0 Contribution to provident and superannuation funds 0 0
Commission to Whole-time Directors 0 0 Directors' sitting fees 0 0 Total 60,84,000 55,34,000
14) Expenditure in Foreign Currency on account of:
Particulars 2018-2019 2017-2018
Interest 0 0
Consultancy Charges 0 0
Others 0 0
15) Earnings in Foreign Currency:
Particulars 2018-2019 2017-2018
Export of Goods on FOB Basis 0 0
Consultancy Charges 0 0
Others 0 0
16) Dividend:
Final Dividend Paid For FY 2017-18 in Current Year Rs. 650000
Dividend Distribution Tax Paid On Above Dividend Rs.119295 17) Managerial remuneration :
Particular MD and WTD Remuneration
Other than MD and WTD
Ceiling On Managerial remuneration As Per Companies Act 2013
3414800 341480
Amount Actually Paid As Remuneration By Company
4800000 1284000
Excess Remuneration 1385200 942520 18) Related Party Disclosures: Relationships: Key Management Personnel: Alpit P Gor Jayshree P Gor Pravinchandra K Gor Manish Joshi (CFO) Parth Pandya (CS) SubhasishChakraborty Umesh A. Bhadreswara Vipul S. Pandit SoumyaRanjanKanhuCharan Pradhan
Kalpeshbhai C. Shukla Relatives of Key Management Personel: VaishaliGor (Wife of AlpitGor) Companies under the same management or relative of KMP having significant influence: Riddhi World Wide Express VJO E-Solutions OPC Pvt Ltd RiddhiInfocom Solutions LLP Related Party with whom Control Exists
2. Step Down Subsidiary Company RCSPL Share Broking IFSC Pvt Ltd Transactions carried out with related parties:
Sr. No.
Name of the Relative Relationship
Nature of Payment
Amount in Rs.
Previous Year
1 Alpit P Gor Director Remuneration 2400000 1800000 2 Alpit P Gor Director Reimbursement
of Expenses 576234
1528519
3 Jayshree P Gor Director Remuneration 600000 600000 4 Pravinchandra K Gor Director Remuneration 2400000 2400000 5 Pravinchandra K Gor Director Reimbursement
of Expenses 8365 1705
6 Jayshree P Gor Director
Reimbursement of Expenses
650000 0
7 Jayshree P Gor Director Office Rent 1950000 2811496 8 Pravinchandra K Gor Director Office Rent
864000 0
9 Riddhi World Wide Express
Firm under the same management
Data Entry Charges Service Sales
0 24000000
10 Riddhi World Wide Express
Firm under the same management
Courier Charges/Data Entry Charges Paid
592690 820548
11 VJO E-Solutions OPC Pvt Ltd
One Person Company of Wife of Director
Reimbursement of Expenses
0 888278
12 VaishaliGor Wife of Director Data Entry Charges
Final Dividend Paid For FY 2017-18 in Current Year Rs. 650000
Dividend Distribution Tax Paid On Above Dividend Rs.119295
Signature to Notes “1” to “21” forming part of Balance Sheet and Statement of Profit & Loss
As per our report of even date
As per our report of even date For, Nitin K. Shah & Co For, Riddhi Corporate Services Limited Chartered Accountants FRN : 107140W SD/‐ (Vaibhav N. Shah) Proprietor Membership No. : F/116817 Ahmedabad, Date:30th May, 2019
SD/‐ Mr. PravinchandraGor Mr. AlpitkumarGor Mr. S.k.Pradhan Mr. Manish Joshi Mr. Parth Pandya Date:‐ 30th May, 2019
Managing Director Wholetime Director Independent Director Chief Financial Officer Company Secretary Place:‐ Ahmedabad
32 Parth M. Pandya CS Salary 132000
77000
33 Vibhin Online Services Pvt Ltd
Subsidiary Loans Given 3581364
1642300
34 Vibhin Online Services Pvt Ltd
Subsidiary Repayment received for advances given
965887
0
35 Vibhin Online Services Pvt Ltd
Subsidiary Loan Balance outstanding
4468046(DR.)
1676578 (Dr.)
36 RCSPL Multi Commodities Pvt Ltd
Subsidiary Interest Expense 0 411892
37 Riddhi World Wide Express
Firm under the same management
Re-imbursement of various taxes
63,60,000 0
38 RCSPL Share Broking Pvt Ltd
Subsidiary
Sale of Shares on Trading Platform
27277370 0
39 RCSPL Share Broking Pvt Ltd
Subsidiary
Receipt against sale of shares over stock exchange
15887147 0
40 SubhasishChakraborty Director Reimbursement of Expenses
FFFIIINNNAAANNNCCCIIIAAALLL SSSTTTAAATTTEEEMMMEEENNNTTTSSS To the Members of RIDDHI CORPORATE SERVICES LIMITED
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of RIDDHI CORPORATE SERVICES LIMITED (“the Holding Company”) and its subsidiaries (the Holding Company, its subsidiaries together referred to as “the Group”), which comprises the Consolidated balance sheet as at 31st March 2019, and the Consolidated statement of Profit and Loss and the Consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, and based on the consolidated Financial Statement referred to Notes to Accounts Above Except for the effect of the matter described in the basis for Qualified Opinion section of our report the Aforesaid consolidated Financial Statement give the information required by the Companies Act 2013(“the Act”) in the Manner so required and give true and Fair View in conformity with the Accounting Principles generally Accepted in India, of the state of affairs of the Company as at 31st March, 2019, its profit and its cash flows for the year ended on that date.
Basis for Qualified Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. During the Year Ended 31ST March 2019 the Company has Paid remuneration to its Managing Director, Whole time Director And Manager Which Is Excess Of Limit Given Under Section 197(1) read With the Schedule V Of the Companies Act 2013 By Rs. 23,27,720. Pending Approval From the Central Government Impact thereof on the Financial Statement is Not Currently ascertainable. Refer Notes 21 to the consolidated Financial Statement.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended March 31, 2019. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report:
Sr. No.
Key Audit Matter
How our audit addressed the key audit matter
1 Revenue Recognition Accuracy of recognition, measurement,
presentation and disclosures of revenues and other related balances based on Contracts with Customers. The revenue recognition involves certain key judgments relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognised over a period and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date.
We assessed the Company's process to identify the impact of Contracts with Customers. Our audit approach consisted of studying the internal system and IT platform used regarding the implementation and also testing of the design and operating effectiveness of the internal controls and substantive testing. We evaluated the design of internal controls relating to implementation of the new revenue accounting standard. We selected a sample of continuing and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving enquiry and observation. Samples in respect of recording and recognition of revenue were tested by checking the invoices and performance. Conclusion Our procedures did not identify any material exceptions.
2 Inter corporate deposit to Subsidiary During the year, the Group has granted
loan to its subsidiaries, pursuant to an agreement with the Subsidiaries. We consider granting loan to Subsidiaries as a key audit matter as it constitutes significant percentage of loan given.
We have verified the relevant records and found the interest charges are in accordance with Group policy. Based on the above procedure and, in our opinion the management’s determination is considered to be reasonable.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
3. As required by Section 143 (3) of the Act, we report that: i) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.
j) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of financial statements have been kept so far as it appears from our examination of those books.
k) The consolidated Balance Sheet, the consolidated Statement of Profit and Loss and consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of account.
l) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
m) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2019taken on record by the Board of Directors of the Holding Company, none of the directors of the Group’s Companies is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.
n) With respect to the adequacy of the internal financial controls over financial reporting of the Holding Company and its subsidiary companies and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure A’.
o) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
iv. The Group does not have any pending litigations on its financial position;
v. The Group did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.
vi. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and its subsidiaries incorporated in India.
Referred to in Report on Other Legal and Regulatory requirements paragraph 2(f) of the Independent Auditors’ Report of even date to the members of RIDDHI CORPORATE SERVICES LIMITED on the consolidated financial statements for the year ended March 31, 2019
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act
1. In conjunction with our audit of the consolidated financial statements of RIDDHI CORPORATE SERVICES LIMITED as of and for the period ended March 31, 2019, we have audited the internal financial controls over financial reporting of RIDDHI CORPORATE SERVICES LIMITED (hereinafter referred to as the “Holding Company”) and its subsidiaries, which are companies incorporated in India, as of that date.
Management’s Responsibility for Internal Financial Controls
2. The respective Board of Directors of the Holding Company and its subsidiaries which are incorporated in India,are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditor’s Responsibility
3. Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
6. A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
8. In our opinion, the Holding Company and its subsidiary companies have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting, were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For, Nitin K. Shah & Co For, Riddhi Corporate Services Limited Chartered Accountants FRN : 107140W SD/‐ (Vaibhav N. Shah) Proprietor Membership No. : F/116817 Ahmedabad, Date:30th May, 2019
SD/‐ Mr. PravinchandraGor Mr. AlpitkumarGor Mr. S.k.Pradhan Mr. Manish Joshi Mr. Parth Pandya Date:‐ 30th May, 2019
Managing Director Wholetime Director Independent Director Chief Financial Officer Company Secretary Place:‐ Ahmedabad
For, Nitin K. Shah & Co For, Riddhi Corporate Services Limited Chartered Accountants FRN : 107140W SD/‐ (Vaibhav N. Shah) Proprietor Membership No. : F/116817 Ahmedabad, Date:30th May, 2019
SD/‐ Mr. PravinchandraGor Mr. AlpitkumarGor Mr. S.k.Pradhan Mr. Manish Joshi Mr. Parth Pandya Date:‐ 30th May, 2019
Managing Director Wholetime Director Independent Director Chief Financial Officer Company Secretary Place:‐ Ahmedabad
I. Revenue from operations (Gross) 16 595,407,877 202,048,069
II. Other income 17 15,511,091 12,204,838
III.Total Revenue (I + II) 610,918,968 214,252,906
IV.Expenses
Cost of materials ‐
Purchase of Services 18 136,467,467 42,032,503
Changes in inventories of Finished and Process St. 19 66,817,962 ‐
For, Nitin K. Shah & Co For, Riddhi Corporate Services Limited Chartered Accountants FRN : 107140W SD/‐ (Vaibhav N. Shah) Proprietor Membership No. : F/116817 Ahmedabad, Date:30th May, 2019
SD/‐ Mr. PravinchandraGor Mr. AlpitkumarGor Mr. S.k.Pradhan Mr. Manish Joshi Mr. Parth Pandya Date:‐ 30th May, 2019
Managing Director Wholetime Director Independent Director Chief Financial Officer Company Secretary Place:‐ Ahmedabad
(A)12191465 10,790,070
Add:3707428 4,284,767 6925441 3,624,223
Preliminary Exp 136094 - Bad Debts 54,163
Less: Earlier Year Short provision of amortization of Preliminary Exp -3646 - -58001
-15139090 (13,660,705) 7,813,854 5,038,356
Receivable 2436547 106,037,584 Short term Loans/ Advances 1310115 (22,765,789) other Current Assets 186480 (1,783,309)
Investment 9663390 (143,303,711) Dividend Income 58001
-6832448 (4,860,441) 9970 (480,030)
18038003 ########( C )
-12390040 73,225,101 Long Term Loans and Advance 1354592 (20,156,608)
-6925441 (3,624,223) 123,500,000
Final Dividend Paid -650000Dividend Distribution Tax -119295
-18730184 172,944,270
(D) 63606423 7,240,860 (E) 10557042 3,316,181 (F) 74163465 10,557,041 Notes : 1. The Above cash flow statement has been prepared under the "indirect Method" as set out in the AS-3 "Cash Flow Statements" issue by the Institute of Chartered Accountants of India.2. The Previous Year's figures have been regruoped wherever necessary.
Dividend Income
Issue of IPO Share Capital at BSE-SME Platform
Received from Minority against Issue of SharesNet Cash Flow from Financing ActivitiesNET CHANGE IN CASH AND CASH EQUVIVALENTS (A+B+C)OPENING CASH AND CASH EQUIVALENTSCLOSING CASH AND CASH EQUIVALENTS (D+E)
Purchase (Net of Sale) of Fixed AssetsPayment towards acquisition of subsidiaries/Minority InterestNet Cash flow form Investing ActivitiesCASH FLOW FORM FINANCING ACTIVITIESLong Term Borrowings
Interest
Other Current LiabilitiesShort term BorrowingsIncome Tax paidNet Cash flow from Operating Activities.
CASH FLOW FORM INVESTMENT ACTIVITIESInterest Income
Operating Profit before working capital Changes
(Increase)/Decrease in Current Assets
InventoriesIncrease/ (Decrease) in Current LiabilitiesCreditors Short term Provision
CASH FLOW FROM OPERATING ACTIVITIESNet Profit as per P & L A/c before Income TaxAdjustment for:DepreciationInterest Exp.
NOTE 1SHARE CAPITALAuthorised1,13,75,000 (32,50,000) Equity Shares of Rs.10/- each
Issued, Subscribed & Fully Paid Up1,13,75,000 (32,50,000) Equity Shares of Rs.10/- each
TOTALReconciliation of shares outstanding at the beginning and at the end of the reporting period.
At the beginning of the period 32 50 000 3 25 00 000 2,300,000 23,000,000 Add: Issue of Bonus Share during the year 81 25 000 8 12 50 000 Nil Nil Add: Issue of Shares on BSE-SME Platform as IPO Nil Nil 9,500,000 95,000,000 Add: Other movements during the year Nil Nil Nil Nil Outstanding at the end of the period 1 13 75 000 11 37 50 000 3,250,000 32,500,000 Terms/Rights attached to equity shares
Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
Alpit P Gor 27 37 000 24.06% 782,000 24.06%Pravinchandra K Gor 24 95 500 21.94% 713,000 22.65%Jayshreeben P Gor 24 95 500 21.94% 713,000 21.94%Pravinchandra K Gor [Representing Karta of HUF] 80 500 0.71% 23,000 0.71%Om Alpitbhai Gor 80 500 0.71% 23,000 0.71%Jash Alpitbhai Gor 80 500 0.71% 23,000 0.71%Vaishali Alpit Gor 80 497 0.71% 22,999 0.71%Shilpa Sujal Pathak 3 0.00% 1 0.00%Nishith Shirishbhai Desai 7 77 000 6.83% 223,000 6.86%
31.03.2019 31.03.2018 31.03.2017 31.03.2016
8125000 ----- 22,90,000 -----
11 37 50 000
31 March 2019No. of Shares Amt. Rs.
11 37 50 000 11 37 50 000
No. of Shares % of holding
As At 31 March 2019
RIDDHI CORPORATE SERVICES LIMITED
As At 31 March 2018
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amount in Rs.)
[CIN: U74140GJ2010PLC062548]
32,500,000
As per the records of the Company, including its Register of Members and other declarations received from them regardingbeneficial interest, the above shareholding represents both legal and beneficial ownership of shares.
Aggregate number of shares issued for consideration otherthan cash, bonus shares issued and shares bought back duringthe period of 5 years immediately preceding the reporting date.The shareholders of the Company on Dec 21, 2018 approved for increase of the Authorised Share Capital from Rs.3,25,00,000 to Rs. 11,37,50,000 divided into 1,13,75,000 equity shares of Rs. 10 each.On Jan 23, 2019, pursuant to the provisions of the Companies Act, 2013, the shareholders of the Company approved for issue and allotment of 25 Bonus Equity Shares of Rs.10 each for every 10 equity share of Rs.10 each held by the members as on that date of this meeting and accordingly a sum of Rs.8,12,50,000 is capitalized out of the Company's Reserves & Surplus Account outstanding as on Jan 23, 2019 and transferred to the Share Capital Account towards issue of fully paid-up bonus shares pursuant to which the paid-up Capital of the Company has increased from Rs.3,25,00,000 to Rs.11,37,50,000.
11 37 50 000
31 March 2019Name of the Shareholder % of holding
32,500,000
The Company has only one class of equity shares having par value of Rs.10/- per share. Each shareholder of equity share isentitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the realised value of the assetsof the Company, remaining after payment of all preferential dues. The distribution will be in proportion to the number of equityshares held by the shareholders.
NOTE 2RESERVES & SURPLUSa. General Reserve Opening Balance as per last Financial Statements Add/(Less): Amount transferred during the year :
Closing Balanceb. Share Premium Account Opening Balance Less: Appropriation for Bonus Issue Closing Balancec. Capital Reserve on Consolidationd. Surplus in the Statement of Profit & Loss Opening Balance Add: Net Profit for the year Earlier year Adjustment Less : DDT Final Dividend Closing Balance
TOTALNOTE 3Long term BorrowingsSECURED LOANSNon Current portion of Bank Loans
State Bank of India & ICICI BankTerms of RepaymentName of the Bank SBI ICICI Bank SBI ICICI BankType of LoanLoan Account No. 00033060342 33396808477 00033060342Amount Sanctioned/Availed (Rs.) 1,700,000 1,700,000 1,700,000 Sanction Date 10.08.2015 23.10.2013 10.08.2015Current Interest Rate 9.80% 10.75% 9.80%Total No. of Instalments 60 60 60 No. of Instalments paid 44 60 32 No. of balance instalments to be paid 16 - 28 Amount of EMI 35,955 36,582 35,955 Repayment type Monthly Monthly MonthlyBank ODUNSECURED LOANS
From DirectorsMr. Alpit Gor
BUSINESS DEPOSITSShree Rang Logistics Pvt LtdRiddhi Infocom Solutions LLP
Riddhi Worldwide Express LoanSub-Total (A)
All the above long term loans are secured considered good.There are no continuing defults as on date in repayment of Loans and interest with respect to above.NOTE 4DEFERRED TAX LIABILITIES (NET)Deferred Tax Liability (Opg)Fixed Assets: Impact of differences between tax depreciation adepreciation charged for the financial reporting
TOTALNOTE 5SHORT TERM BORROWINGSa. From Directors, Shareholders and Relatives -b. From Inter Corporate Deposits
NOTE 7OTHER CURRENT LIABILITIESAudit FeesCuurent portion of Bank LoanOther Payables:EPF/ESIC/Professional TaxPayableOthers**Vendor DepositStaff Expenses Payable
Advance from CustomersAdvance Brokerage Control A/cTDS Payable
TOTAL
NOTE 8SHORT-TERM PROVISIONS(A) Provisions for Other Expenses(B) Provision for Audit Fees(C) Others TDS Payable GST Payable EPF Employee Contribution Service Tax Payable Provision for Taxation
TOTALNOTE 10LONG-TERM LOANS AND ADVANCESSecurity Deposit (Unsecured, Considered Good) :Capital Advances (Unsecured, considered good) -Others
TOTALNOTE 11InvestmentFixed Deposit Axis BankFixed Deposit HDFC BankFixed Deposit with Bank of BarodaFixed Deposit with ICICIFixed Deposit with IDBI BankQuoted Equity Shares:Central Bank of India (No.: 1,00,000)Shalby Ltd. (No.:25,000)Coral India Finance Housing Ltd. (No.: 1,91,879)
TOTALMarket Value of Quoted InvestmentsNOTE 12TRADE RECEIVABLESOutstanding for a period exceeding Six months from the date thare due for payment (Unsecured, Considered Good)Other Receivable (Unsecured, Considered Good)
TOTALNOTE 13CASH AND BANK BALANCESCash on HandBalances with Banks In Current Accounts In Paytm Wallet
Cheque on HandTOTAL
As At As At
61,215 5 33 36 431
15 984
27 59 727
1 00 000
1 48 762
2 84 94 071
31 March 2019
1620022012293851
35 883
18 928
5 60 71 947
20 000 3 97 299
20 56 373-
1 41 58 784
13 31 283 20 000
1900858 1 08 87 715
--
--
2 54 77 031
22,717,304
-
22 41 08 157
118,636,759 56,100,000
4 82 79 324 3 83 827 7 08 247
-
5 63 80 142
20,335,741
3 60 44 401
7 41 63 465
36 71 836
7 03 91 629
599,173 -
40,000
1,303,987
132,833
**Loans and Advances Payable to Staff and Provision for Expenses
10,857,433 84,365
1,107,959
157,125
-
242,143,258
31,333 185,250
26,831,623
5,099,525 7,085,965
669,075
45,463,670
1,999,354 -
2,785
10,557,042
- 31 March 2018
2,246,374
-
263,183
43,500,000
200,000
40,134,448
42,380,822
-
279,134 32,527
According to the Information available with the Company,there are no amount as at 31st March, 2019 due to Suppliers who Constitute a 'Micro ,Small and Medium Enterprise " as per MSMED Act,2006
NOTE 14SHORT-TERM LOANS AND ADVANCESAdvance Recoverable in cash or in KindPre Incorporation ExpensesAdvamce tp SuppliersOthers DD issued pending disbursementAdvance Tax and TDS Receivables (Net of Provisions)
TOTALNOTE 15OTHER CURRENT ASSETSPre Incorporation ExpensesInterest ReceivableTds ReceivableGST ReceivablePrepaid BG
TOTALNOTE 16REVENUE FROM OPERATIONSRevenue from Sales of Services -DomesticOTHER OPERATING REVENUE
TOTALNOTE 17OTHER INCOMEInterest on FD With BankGain on Shares and F&OPickup Charges (Distributor)Sundry Balances Written BackDividend IncomeInterest Income
TOTALNOTE 18Purchase of ServicesPickup and delivery ChargesData Entry ChargesExpense of Sale of ServiceCAF Retrieval ExpenseIdea Project Expense(Loss) on Trading-Derivatives (Currency, F&O, F&O M To M(Loss) on Intraday TransactionsGST ExpenseLate Payment ChargesOther ExpensePenalty for Short DeliveryStamp DutySTTTurnover Charges
TOTALNOTE 19CHANGES IN INVENTORY OF TRADED STOCK Opening Stock Add : Purchase of Delivery Based Traded Stock Less : Closing Stock
TOTALNOTE 20EMPLOYEE BENEFIT EXPENSESStaff Welfare ExpenseIncentive & Bonus to EmployessConveyance ChargesSalary & Other Allowance Etc.Reimbursement ExpenseDirectors Remuneration & AllowancesContribution to various funds
NOTE 21FINANCE COSTSInterest on Bank Over Draft A/cInterest on CRV Car LoanLoan Processing ExpenseInterest on Corrola AltisInterest on TaxesInterest to OthersBank Charges
TOTALNOTE 22OTHER EXPENSESAmortization of Preliminary ExpensesAMC ChargesApplication FeesSoftware LicenceAccount ChargesPrior period ExpenseInsurancePostage & CourierComputer AccessoriesSports ClubBroadband and Internet ExpenseComputer Web Hosting ExpenseROC FilingBank Charges & CommPayment to Auditors -Audit Fees -For Management Services -For Other ServicesApplication & AMC FeesPrinting & Stationary Kasar AccountTelephone ExpensesDemat CargesIPO Expense/ Agency Application ExpensesTender FeeTravelling ExpsDonationMisc ExpsFranking ExpenseAdhar Card Validation ChargesScanning ChargesInterest on Income TaxBad DebtsTransportation ChargesLegal & Prof ChargesElectric ExpensesOffice ExpensesRent ExpensesRepairs & MaintenanceBrokerage ChargesMunicipality and Other TaxesInterest on Late Payment of Taxes and PenaltySecurity ExpensesEPF Admin Charges & Employers Share [JIO]Interst on Late Payment of Service Tax/GSTInterest on Late Payment of TDSProfit/Loss on Sale of InvestmentsProfit/Loss on FOSAFA Annual Fee ChargesProfessional Tax Exp-COMPANYIntraday Profit/LossTransaction ExpTNV Certification ChargesService Tax Expenses/GSTSMS Pack ChargesDomain Renewal & Hosting Charges
SUB TOTALSelling & Distribution Expenses Advertisement Expenses
SSSiiigggnnniiifffiiicccaaannnttt AAAccccccooouuunnntttiiinnnggg PPPooollliiiccciiieeesss aaannnddd NNNooottteeesss ooonnn AAAccccccooouuunnntttsss::: Corporate Information: The Company, Riddhi Corporate Services Limited is engaged in the business of rendering services to Telecommunication service providers. We provide services of Data Management, Collection and Handling of Customer Application Form (CAF), Audit of CAF, order entry of CAF, CAF Bar coding, Inward, Storage and Retrieval of Data, Temporary Indexing, Data Entry, Scanning, uploading and Sample image Audit at Spoke Level. In addition, the company rendering services of Collection of Dues, Retention, Bill Delivery management Services along with over dues amount from subscriber by way Tele calling, Field visit, Address the Customer's Issue and retain the Customer, Escalation Management while collecting Overdue Amount. (A) Significant Accounting Policies: 1) Basis of Preparation of Consolidated Financial Statements:- The consolidated financial statements relate to RIDDHI CORPORATE SERVICES LIMITED
(‘the Company’) and its following subsidiaries:
Information pertaining to subsidiaries
Note 9 - Fixed Assets
BALANCE ADDITION DEDUCTION BALANCE BALANCE ADDITION DEDUCTION BALANCE AS ON DURING DURING AS ON AS ON DURING DURING AS ON
01-Apr-18 THE YEAR THE YEAR 31-Mar-19 01-Apr-18 THE YEAR THE YEAR 31-Mar-19
Incorporation % of voting power held as at 31.03.2019
% of voting power held as at 31.03.2018
RCSPL Share Broking Pvt. Ltd. India 99.19 99.19
RCSPL Multi Commodities Pvt. Ltd.
India 90 90
Vibhin Online Services Pvt. Ltd. India 100 100
Information Pertaining to Step Down Subsidiary (Subsidiary of RCSPL Share Broking Pvt Ltd)
Name of the Company Country of Incorporation
% of voting power held as at 31.03.2019
% of voting power held as at 31.03.2018
RCSPL Share Broking IFSC Pvt. Ltd.
India 100 100
The financial statements of the Subsidiary used in the consolidation are drawn upto the same reporting date as that of the Company, i.e. 31.03.2019 The financial statements of the Company and the Subsidiary have been prepared under historical cost convention on an accrual basis and comply with accounting principles generally accepted in India. The consolidated financial statements of the group have been prepared in accordance with generally accepted accounting principles in India. The financial statements have been prepared to comply in all material aspects with Accounting Standard specified under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014.
2) Principles of Consolidation: The consolidated financial statements relate to the Company (RCSL) and its subsidiaries
and Step down Subsidiary, hereinafter referred to as the ‘Group’. The consolidated financial statements have been prepared on the following basis: a) The consolidated financial statements of the Group have been prepared in accordance
with the Accounting Standard 21 “Consolidated Financial Statements” as notified under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014.
b) The financial statements of the subsidiaries and step-down subsidiary are prepared for the same reporting year as parent company, using consistent accounting policies. As far as possible, the consolidated financial statements have been prepared using uniform accounting policies consistent with the Company’s standalone financial statements for like transactions and other events in similar circumstances and are presented to the extent possible in the same manner as the Company’s separate financial statements.
c) The financial statements of the Company, its subsidiary companies and step-down
subsidiary have been consolidated to the extent possible on a line by line basis by adding together the book values of like items of assets, liabilities income and expenses after fully eliminating intra-group balances and intra-group transactions. The results of the subsidiaries acquired during the year are included in the Statement of Profit and Loss from the effective date of acquisition. The amount shown in respect of reserves comprises the amount of relevant reserves as per the balance sheet of the parent company and its share in the post-acquisition change in the relevant results of the subsidiaries.
d) The excess of cost of the Company’s investments in each subsidiary over the Group’s share in equity of such entities, at the date on which such investment is made, is recognized as Goodwill and included as an asset in the Consolidated Balance Sheet and is tested for impairment annually. The excess of the Group’s share in equity of each subsidiary and step-down subsidiary at the date on which the investment is made, over the cost of the investment is recognized as Capital Reserve and included as Reserves and Surplus, under Shareholders’ Equity in the Consolidated Balance Sheet. Any change in the cost of the investment in subsidiaries and step-down subsidiary post the acquisition thereof is effected by way of change in the goodwill on consolidation or capital reserve on consolidation, as the case may be.
e) Minority interests represent the portion of profit or loss and net assets not held by the Group and are presented separately in the statement of profit and loss and consolidated balance sheet, separately from parent shareholders’ equity. Where accumulated losses attributable to the minorities are in excess of their equity, in the absence of the contractual obligation on the minorities, the same is accounted for by the Parent Company.
3) Use of Estimates:- The preparation of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Any revision to accounting estimates is recognized prospectively in current and future periods.
4) Revenue Recognition:-
In Contact Centre Activity, revenue is recognized as the related services are performed, based on actual utilization or minimum utilization level, as appropriate, specified in the agreements. In Claim Processing Activity, revenue is recognized based on number of claims processed, at contractual rates and terms as specified in the agreements. In respect of other services, revenue for services rendered is recognized as per the terms of specific contracts. Interest income is accounted on accrual basis and dividend income is accounted on right to receipt basis.
Income from share trading activity is recognized on selling of shares. Revenue from advisory and consultancy services is recognized on rendering of services/work performed. Revenue from Depository operations is considered to accrue as one time Transaction charges based on the calendar year. Income from shares and securities brokerage activities is considered as accrued on the trade date of the transaction. Income from shares and securities brokerage activities is considered as accrued on the trade date of the transaction. Income from Brokerage, Demat Charges, Fund Mobilization and Corporate Advisory services are exclusive of service tax/GST. Revenue from other support services arising out of web based application or mobile based application software products are recognized when the services are performed. In respect of other heads of income, the Company follows the practice of accounting of such income on accrual basis.
5) Fixed Assets:- Fixed assets are stated at the cost of acquisition less accumulated depreciation and impairment losses, if any. Cost of fixed assets comprises purchase price, duties, levies and any directly attributable cost of bringing the asset to its working condition for the intended use. Borrowing costs related to the acquisition or construction of the qualifying assets for the period up to the completion of their acquisition or construction is capitalized. Subsequent expenditures related to an item of tangible assets are added to its book value only if they increase the future benefits from the existing assets beyond its previously assessed standard of performance.
6) Depreciation/Amortization:- Pursuant to the enactment of the Companies Act 2013 (the Act), the company has provided
for depreciation with reference to the useful life of assets as recommended in schedule II to the Act.
7) Investments:- Investments that are readily realizable and are intended to be held for not more than a year
from the date, on which such investments are made, are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments.
8) Provision, Contingent Liabilities and Contingent Assets:-
Provisions are recognized when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is are liable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date and are not discounted to its present value.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent liabilities are disclosed by way of Notes to Accounts.
Contingent assets are not recognized in the financial statements. 9) Taxation:- Tax expense comprises of current and deferred tax. Current income tax is measured at the
amount expected to be paid to the tax authorities in accordance with the Indian Income-tax Act, 1961. Deferred income taxes reflect the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.
Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.
10) Segment reporting:- Identification of segments: The Company’s operating businesses are organized and managed according to the nature of
service and predominant source of the risk for the Company is business service, therefore business segment has been considered as primary segment. The analysis of geographical segments is based on the areas in which the Company operates.
Segment policies: The Company prepares its segment information in conformity with the accounting policies
adopted for preparing and presenting the financial statements of the Company as a whole. 11) Earnings per share:- Basic earnings per share are calculated by diving the net profit or loss for the period
attributable to equity shareholders after deducting preference dividends and attributable taxes by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares, if any.
12) Impairment:- The carrying amounts of assets are reviewed at each balance sheet date if there is any
indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets’ net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. For the purpose of accounting of impairment, due consideration is given to revaluation reserve, if any. After impairment, depreciation is provided on the revised carrying amount of the assets over its remaining useful lives.
A previously recognized impairment loss is increased or reversed depending on changes in circumstances. However the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment.
13) Borrowing costs:- Borrowing costs directly attributable to the acquisition, construction or production of an
asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
14) Leases:- Leases where the lessor effectively retains substantially all the risks and benefits of
ownership of the leased item are classified as Operating Leases. Operating Lease payments are recognized as an expense in the Profit & Loss Account on a straight line basis over the lease period.
15) Employee benefits:- Retirement benefits in the form of Provident Fund contributed to Statutory Provident Fund is
a defined contribution scheme and the payments are charged to the Profit and Loss Account of the year when the payments to the respective funds are due. There are no obligations other than contribution payable to Provident Fund Authorities.
16) Foreign Currency Translations:- Initial recognition Foreign currency transactions are recorded in the reporting currency, by applying to the
foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. Conversion
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.
Exchange differences arising on settlement of monetary items or on reporting Company’s
monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise.
Forward exchange contracts not intended for trading or speculation purposes The premium or discount arising at the inception of forward exchange contracts is
amortized as expense or income over the life of the contract. Exchange differences on such contracts are recognized in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognized as income or as expense for the year.
17) Other Accounting Policies:- These are consistent with the generally accepted accounting practices. (B) Notes to Accounts: 1) Contingent Liability: Performance Bank Gaurantee to Clients
Particular Amount In Rs. 2018-19
Amount In Rs. 2017-18
Performance Bank Gaurantee to Clients
2,98,676 12,00,000
Bid Security/Earnest Money Deposit in form of Bank Gaurantee to Clients
Particular Amount In Rs. 2018-19
Amount In Rs. 2017-18
Earnest Money Deposit in form of Bank Gaurantee to Clients
21,32,000 24,88,076
Counter guarantees in respect of guarantees given by banks to the Stock Exchanges towards base capital, margin deposits etc
Particular Amount In Rs. 2018-19
Amount In Rs. 2017-18
Bank Guarantees 8,00,000 1,70,00,000
Bank Guarantees By Holding Co.
1,32,00,000 -
Pledged fixed deposits (including Interest) with the exchanges
9) Where the external evidence in the form of cash memos, bill, stamped receipt etc. were not available, the internal vouchers prepared and authorized by the company have been relied on.
10) During the period under audit, Insurance policy premium amount is charged to P&L account as consistent policy to charge in the year in which it is paid.
11) As explained by the management, there is no warranty liability, hence the provision for the same is not provided for.
12) Deferred Tax Liability: As per Accounting Standard 22 on “Accounting for taxes on Income “ issued by the Institute of Chartered Accountant of India, Deferred Tax assets/liabilities are as follows:
Particulars 31st March
2019 31st March
2018 Opening Balance of Deferred Tax liability/ (Assets) (2,57,923) (4,77,072)
Add/Less: Deferred Tax liability accrued during the year due to timing difference of Depreciation
1,57,832 2,19,149
Closing balance of Deferred Tax Liability/(Assets)
(1,00,091) (2,57,923)
P.N.: Deferred tax is measured based on the tax rates and the tax laws enacted by the Finance Act, 2019 @26%. 13) Value of Imports calculated on C.I.F. basis in respect of
Particulars 31st March 2019 31st March 2018
Raw Materials 0 0
Capital Goods 0 0
Repairs 0 0
14) Expenditure in Foreign Currency on account of:
Particulars 31st March 2019 31st March 2018
Interest 0 0
Consultancy Charges 0 0
Others 0 0
Directors' Remuneration 65,56,000 60,44,000 Perquisites 0 0 Contribution to provident and superannuation funds 0 0 Commission to Whole-time Directors 0 0 Directors' sitting fees 0 0
15) Earnings in Foreign Currency: Particulars 31st March 2019 31st March 2018
Export of Goods on FOB Basis 0 0
Consultancy Charges 0 0
Others 0 0
16) Related Party Disclosures: Relationships: Key Management Personnel: Alpit P Gor Jayshree P Gor Pravinchandra K Gor Manish Joshi (CFO) Parth Pandya (CS) SubhasishChakraborty Umesh A. Bhadreswara Vipul S. Pandit SoumyaRanjanKanhuCharan Pradhan Kalpeshbhai C. Shukla Relatives of Key Management Personel: VaishaliGor (Wife of AlpitGor) Companies under the same management and relative of KMP having significant influence: Riddhi World Wide Express VJO E-Solutions OPC Pvt Ltd RiddhiInfocom Solutions, LLP Related Party with whom Control Exists
1 Alpit P Gor Director Remuneration 2400000 1800000 2 Alpit P Gor Director Reimbursement of
Expenses 576234
1528519
3 Jayshree P Gor Director Remuneration 600000 600000 4 Pravinchandra K Gor Director Remuneration 2400000 2400000 5 Pravinchandra K Gor Director Reimbursement of
Expenses 8365 1705
6 Jayshree P Gor Director
Reimbursement of Expenses
650000 0
7 Jayshree P Gor Director Office Rent 1950000 2811496 8 Pravinchandra K Gor Director Office Rent
17) Capital & other Commitments The followings are the estimated amount of contractual commitments of the company:- Particulars As at March 31, 2019 As at March 31, 2018 (i) Sub Ordinate Debt in Subsidiaries NIL NIL (ii) Other Commitment NIL NIL
40 Maulik R Shah Director Reimbursement Exp 11073 6073 41 Vibhin Online
Services Pvt Ltd Subsidiary Loans given 3581364
1642300
42 Vibhin Online Services Pvt Ltd
Subsidiary Repayment received for advances given
965887
0
43 Vibhin Online Services Pvt Ltd
Subsidiary Loan balance outstanding
4468046(DR.)
1676578 (Dr.)
44 RCSPL Share Broking Pvt Ltd
Subsidiary Reimbursement/recovery
0 2654
45 RCSPL Multi Commodities Pvt Ltd
Subsidiary Reimbursement/recovery
174000
46 RCSPL Multi Commodities Pvt Ltd
Subsidiary Payment to Creditors 179000
47 SubhasishChakraborty
Director Reimbursement of Expenses
1325000 0
48 RCSPL Share Broking Pvt Ltd
Subsidiary
Receipt against sale of shares over stock exchange
18) In the case of the following subsidiary and step down subsidiary, there are losses as at the balance sheet date, the subsidiary has no intention of curtailing the scale of operations and have projected increased Stock broking and Commodities broking. Also, the subsidiaries have been able to meet their financial obligations in the ordinary course of the business complimented by the continuing financial support offered from Riddhi Corporate Services Limited. Accordingly, these consolidated financial statements have been prepared assuming that such Subsidiaries will continue as a going concern. The details are as follows:
Name of the Step down Subsidiary
Accumulated Losses as at March
31, 2019
Accumulated Losses as at March
31, 2018 RCSPL SHARE BROKING IFSC PVT LTD
-13646 -15000
RCSPL SHARE BROKING PRIVATE LIMITED
-2904531 -2976461
RCSPL MULTICOMMODITIES PRIVATE LIMITED
-12980982 0
20) Name of the Entity Net Assets i.e. total
assets minus total liabilities
Share in profit or loss
As % of Consolidated net assets
Amount in
As % of Consolidated profit or loss
Amount in
Parent (i) Riddhi Corporate Services
Limited 59.91%
142338226
488.30%
19996700
Subsidiaries & step-down subsidiaries in India
(ii) RCSPL Share Broking Private Limited 16.94% 40258436 -70.93% -2904531
[Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014]
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries Sr. No.
Name of the Subsidiary
RCSPL Share Broking Pvt. Ltd.
RCSPL Multi Commodities Pvt. Ltd.
RCSPL Share Broking IFSC Pvt. Ltd.*
Vibhin Online Services Pvt. Ltd.
1 Reporting period for the Subsidiary
March 31, 2019
March 31, 2019
March 31, 2019 March 31, 2019
2 Reporting Currency Indian Rupees (INR)
Indian Rupees
(INR)
Indian Rupees (INR)
Indian Rupees (INR)
3 Exchange Rate NA NA NA NA 4 Share Capital 3 80 80 000 51 00 000 1 00 000 10 000 5 Reserves & Surplus 2178436 (12931281) (45938) 128950 6 Total Assets 107293598 17927155 3034092 5448949 7 Total Liabilities 107293598 17927155 3034092 5448949 8 Investments 57794500 8371711 0 0 9 Turnover 4942772 85935627 0 1981823 10 Profit Before Tax (2904531) (12980982) (13646) 103428 11 Provision for
Taxation 0 0 0 28988
12 Profit after Tax (2904531) (12980982) (13646) 74440 13 Proposed Dividend -- -- -- -- 14 % of shareholding 99.19 90 100 100 *Subsidiary of RCSPL Share Broking Private Limited which is a subsidiary of the Company.
Part “B”: Associates & Joint Ventures NOT APPLICABLE
Signature to Notes “1” to “22” forming part of Balance Sheet and Statement of Profit & Loss As per our report of even date
As per our report of even date For, Nitin K. Shah & Co For, Riddhi Corporate Services Limited Chartered Accountants FRN : 107140W SD/‐ (Vaibhav N. Shah) Proprietor Membership No. : F/116817 Ahmedabad, Date:30th May, 2019
SD/‐ Mr. PravinchandraGor Mr. AlpitkumarGor Mr. S.k.Pradhan Mr. Manish Joshi Mr. Parth Pandya Date:‐ 30th May, 2019
Managing Director Wholetime Director Independent Director Chief Financial Officer Company Secretary Place:‐ Ahmedabad
Date: ______________ Please fill Attendance Slip and hand it over at the entrance of the meeting venue:
Name
Address
DP Id *
Client Id *
Folio No.
No. of shares held
I certify that I am the registered shareholder/proxy for the registered shareholder of the Company. I hereby record my presence at the 9thAnnual General Meeting of the Company held on 30th September, 2019 at 11.00 A.M. at the registered office of the Company at Registered office at 10 Mill Officers Colony, Behind Old Rbi, Ashram Road Ahmedabad‐380009.
________________________ Signature of Shareholder/Proxy
Form No. MGT‐11 (Proxy Form)
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
Name of the Member(s)
Registered Address
E‐mail Id Folio No /Client ID DP ID
I/We, being the member(s) of ____________shares of the above named company. Hereby appoint
Name : E‐mail Id:
Address:
Signature , or failing him
Name : E‐mail Id:
Address:
Signature , or failing him
as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 9th Annual General Meeting of
the company, to be held on the 30th September, 2019 at 11:00 a.m. atRIDDHI CORPORATE SERVICES LIMITED,10
MILL OFFICERS COLONY, BEHIND OLD RBI, ASHRAM ROAD AHMEDABAD‐380009. and at any adjournment thereof in
respect of such resolutions as are indicated below:‐
